THE   CITY    OF  NEW   YORK, 

BY  ITS  RAPID   TRANSIT  BOARD, 


WITH 


JOHN    B.  MCDONALD,  CONTRACTOR, 

AND 

INTEPvBOROUGH    RAPID    TRANSIT    COMPANY 


AGREEMENT 


MODIFYING     CONTRACT     FOR     CONSTRUCTION     AND 

OPERATION    OF    RAPID    TRANSIT 

RAILROAD. 

ADDITIONAL  TRACKS  NEAR  96™  STREET. 


DATED  JUNE   27,  19O7. 


made  this  27th  day  of  June,  in  the 
year  Nineteen  hundred  and  seven,  between  THE 
CITY  or  NEW  YORK  (hereinafter  called  the  "City"), 
acting  by  the  Board  of  Rapid  Transit  Railroad 
Commissioners  for  the  City  of  New  York  (herein- 
after called  "the  Board"),  party  of  the  first  part, 
and  JOHN  B.  MCDONALD,  of  the  City  of  New  York 
(hereinafter  called  "the  Contractor"),  party  of 
the  second  part,  and  INTEEBOBOUGH  RAPID  TRAN- 
SIT COMPANY,  a  corporation  organized  and  exist- 
ing under  the  laws  of  the  State  of  New  York  (here- 
inafter called  " Interborough  Company"),  party 
of  the  third  part,  WITNESSETH  : 

WHEREAS,  heretofore  and  on  or  about  the  21st 
day  of  February,  1900,  the  City,  acting  by  the 
Board,  entered  into  a  contract  with  the  Contractor 
for  the  construction  and  operation  of  a  Rapid 
Transit  Railroad  in  the  City  of  New  York  and 
otherwise,  as  therein  mentioned,  the  said  contract 
for  construction  and  operation  being  hereinafter 
styled  "the  Contract,"  which  contract  has  been 


JVI258291 


T 


2 

from  time  to  time  modified  by  certain  other  agree- 
ments between  the  said  parties ;  and 

WHEREAS,  the  Contractor  has  deposited  with 
the  Comptroller  of  the  City  certain  security  for 
the  performance  of  the  Contract  on  his  part,  and 
has  given  certain  bonds  as  further  security  for 
such  performance  and  upon  such  bonds  there  are 
now  sureties  as  follows:  Rapid  Transit  Subway 
Construction  Company,  The  United  States  Fidel- 
ity &  Guaranty  Company,  The  Empire  State 
Surety  Company,  American  Surety  Company  of 
New  York,  National  Surety  Company  and  Fidelity 
and  Deposit  Company  of  Maryland ;  and 

WHEREAS,  by  written  instruments  bearing  date 
the  tenth  day  of  July,  1902,  the  Contractor,  with 
the  written  consent  of  the  Board,  concurred  in  by 
six  members  thereof,  duly  assigned  the  right  and 
obligation  to  maintain  and  operate  the  said  Rapid 
Transit  Railroad  for  the  term  of  years  specified 
in  the  Contract  and  all  rights  included  in  the 
leasing  provisions  of  the  Contract,  together  with 


/f. 


3 

the  obligation  to  provide  equipment  for  the  said 
railroad  unto  Interborough  Company,  which  Com- 
pany also  guaranteed  the  performance  by  the 
Contractor  of  the  provisions  of  so  much  of  the 
Contract  as  was  not  so  assigned  to  it;  and 

WHEREAS,  it  is  provided  in  the  Contract  that  the 
said  Board  of  Rapid  Transit  Railroad  Commis- 
sioners shall  have  the  right  to  require  additional 
work  to  be  done  or  additional  materials  to  be  fur- 
nished or  both,  within  the  general  purview  of  a 
rapid  transit  railroad  as  therein  described,  the 
reasonable  value  of  which  shall  be  additionally 
paid  to  the  Contractor ;  and 

WHEREAS,  The  Contractor  and  the  Interborough 
Rapid  Transit  Company  desire,  and  the  Board 
approves,  a  modification  of  the  Routes  and  Gene- 
ral Plan  for  the  Rapid  Transit  Railroad  referred 
to  in  the  said  Contract  for  Construction  and 
Operation  as  set  forth  in  certain  resolutions 
adopted  by  the  Board  this  day,  a  copy  of  which 
is  hereto  annexed,  in  order  to  provide  for  an  addi- 


tion  to  the  said  Routes  and  General  Plan,  as  in  said 
resolutions  and  herein  described, — 

Now,  THEREFORE,  in  consideration  of  the  prem- 
ises, but  subject  to  the  consents  hereinafter  pro- 
vided, IT  is  AGREED  that  the  said  Contract  for  Con- 
struction and  Operation  and  the  Routes  and  Gen- 
eral Plan  therein  contained  be,  and  the  same  are 
hereby  modified  by  adding  to  the  said  Routes  and 
General  Plan  the  words  following,  to  wit: 

And  also  an  additional  track  extending  along 
the  easterly  side  of  Broadway  from  a  point  near 
the  center  line  of  96th  Street  to  a  point  about 
seventy-five  (75)  feet  north  of  the  northerly  line 
of  102nd  Street.  The  said  easterly  additional 
track  is  more  particularly  described  as  follows : 

A  track,  the  center  line  of  which  shall  begin 
at  or  near  a  point  where  the  center  line  of  96th 
Street  intersects  the  center  line  of  the  easterly 
track  as  originally  constructed  upon  this  route; 
thence  diverging  from  the  said  easterly  track 
originally  constructed,  and  running  northeasterly 
and  northerly  and  generally  parallel  with  the  east- 
erly line  of  Broadway,  and  distant  therefrom  not 
less  than  twenty-four  (24)  feet  and  nine  (9) 
inches,  and  so  continuing  to  a  point  near  the  south- 
erly line  of  102nd  Street;  and  thence  curving 
northwesterly,  and  again  uniting  with  the  said 
easterly  track  of  the  railroad  as  originally  con- 
structed upon  this  route,  at  a  point  about  seventy- 
five  (75)  feet  north  of  the  northerly  line  of  102nd 
Street. 


Also  two  additional  tracks  extending  along  the 
westerly  side  of  Broadway,  from  a  point  near  the 
center  line  of  96th  Street  northerly  to  a  point 
near  the  center  line  of  101st  Street.  The  said  two 
tracks  are  more  particularly  described  as  follows : 

FIKST. — A  track,  the  center  line  of  which  shall 
begin  at  or  near  the  point  where  the  center  line  of 
96th  Street  intersects  the  center  line  of  the  west- 
erly track  as  originally  constructed  upon  this 
route;  thence  diverging  from  the  said  westerly 
track  originally  constructed,  and  running  north- 
westerly and  northerly  and  generally  parallel  with 
the  westerly  line  of  Broadway,  and  distant  there- 
from not  less  than  twenty-four  (24)  feet  and  nine 
(9)  inches,  to  a  point  about  fifty  (50)  feet  south  of 
the  southerly  line  of  100th  Street ;  and  thence  curv- 
ing northeasterly,  and  again  uniting  with  the  said 
westerly  track  as  originally  constructed  upon  this 
route,  at  a  point  near  the  intersection  of  the  center 
line  of  the  said  westerly  track  with  the  center  line 
of  101st  Street. 

SECOND. — A  track,  the  center  line  of  which  shall 
diverge  from  the  center  line  of  the  additional  track 
last  above  described,  at  a  point  about  twenty  (20) 
feet  south  of  the  northerly  line  of  96th  Street ;  and 
thence  running  northerly  and  parallel,  or  nearly 
so,  with  the  westerly  line  of  Broadway,  and  dis- 
tant about  forty  (40)  feet  therefrom,  to  a  point 
about  fifty  (50)  feet  north  of  the  northerly  line  of 
100th  Street;  and  thence  curving  northeasterly 
and  continuing  to  a  point  near  the  intersection  of 
the  center  line  of  101st  Street  with  the  center  line 
of  the  lower  westerly  track  originally  constructed 
upon  this  route,  and  known  as  the  south-bound 
Lenox  Avenue  track. 

And  also  spurs  or  connections  to  unite  the  said 
three  additional  tracks  or  any  one  or  more  of  them 


with  any  of  the  other  tracks  constructed  upon  this 
route. 

The  additional  tracks,  spurs  and  connections 
herein  provided  for,  shall  be  built  (except  where 
the  same  curve  to  unite  with  or  diverge  from  any 
of  the  four  tracks  first  constructed  upon  this 
route)  between  the  walls  of  the  railroad  or  sub- 
way, and  the  easterly  and  westerly  sides  of  Broad- 
way respectively. 

The  additional  track  on  the  easterly  side  shall 
descend  from  a  point  at  or  near  the  center  line  of 
97th  Street  at  a  grade  of  about  one  per  cent,  to  a 
point  about  forty  (40)  feet  north  of  the  center 
line  of  99th  Street,  and  then  level  to  a  point  which 
is  about  thirty-five  (35)  feet  below  the  surface 
of  Broadway  and  near  the  southerly  line  of  100th 
Street,  at  which  point  a  spur  or  connection  shall 
diverge  to  connect  with  other  tracks.  Said  east- 
erly additional  track  as  above  described  shall  from 
said  lowest  point  ascend  to  about  the  center  line 
of  102nd  Street,  and  shall  continue  thence  on  the 
same  grade  as  the  easterly  line  originally  con- 
structed upon  this  route,  which  is  known  as  the 
north-bound  Broadway  track. 

The  first  of  the  two  additional  westerly  tracks 
shall  be  constructed  upon  the  same  grade  as  the 
westerly  track  first  constructed  upon  this  route, 
which  is  known  as  the  soujth-bound  Broadway 
track. 

The  second  of  the  said  two  additional  westerly 
tracks  shall  continue  on  the  same  grades  as  the 
first  of  the  said  additional  westerly  tracks  from 
the  point  of  beginning  as  above  described,  to  a 
point  near  the  intersection  of  the  center  line  of 
98th  Street;  from  thence  it  shall  descend  to  a  point 
about  the  northerly  line  of  100th  Street,  at  which 
it  will  be  on  the  same  grade  as  the  two  center 
tracks  first  constructed  upon  this  route,  known 


as  the  Lenox  Avenue  tracks;  and  from  thence  it 
shall  continue  on  the  same  grades  as  the  said  two 
Lenox  Avenue  tracks. 

AND  IT  is  HEREBY  FURTHER  AGREED  that  the  said 
contract  be  and  the  same  shall  hereafter  be  deemed 
to  be  so  modified  as  that  the  portion  of  the  rapid 
transit  railroad  added  by  the  modification  afore- 
said of  the  Routes  and  General  Plan  shall  in  all 
respects,  except  as  herein  otherwise  expressly  pro- 
vided, be  deemed  to  be  part  of  the  rapid  transit 
railroad  originally  described  in  the  said  contract 
hereby  modified. 

AND  IT  IS  HEREBY  FURTHER  AGREED   that  the   TCa- 

sonable  value  of  constructing  that  portion  of  the 
rapid  transit  railroad  upon  the  said  additional 
tracks,  including  all  of  the  said  connections, 
switches,  and  appurtenances  of  such  addition  to 
the  said  rapid  transit  railroad  shall  be  deemed  a 
part  of  the  cost  of  constructing  said  rapid  transit 
railroad,  and  shall  be  ascertained  and  determined 
and  paid  to  the  Contractor  in  the  manner  provided 
in  the  contract  for  the  construction  and  operation 


8 

of  said  rapid  transit  railroad  in  addition  to  the 
amounts  in  said  contract  originally  agreed  to  be 
paid  unto  said  Contractor,  and  that  such  addi- 
tional amounts  so  paid  shall  be  included  in  the 
total  cost  of  the  construction  of  the  said  railroad 
in  determining  the  amount  of  rental  to  be  paid 
under  said  contract  in  like  manner  as  if  said  addi- 
tional route  had  been  originally  authorized 
therein ; 

AND     IT     IS     HEREBY     FURTHER     UNDERSTOOD     AND 

AGREED  that  in  computing  the  rental  payable  under 
the  Contract,  the  interest  actually  paid  by  The 
City  on  bonds  heretofore  issued  or  that  may  here- 
after be  issued  for  construction,  shall  be  the  basis 
of  the  said  computation  notwithstanding  the  rate 
of  interest  so  paid  may  exceed  three  and  one-half 
(31/2)  per  cent.,  the  rate  which  was  limited  by  law 
at  the  time  the  Contract  was  made ; 

PROVIDED^  however,  and  it  is  expressly  AGREED 
That  this  agreement  shall  take  effect  if  and  when 


and  only  when  the  following  consents  shall  have 
been  duly  had,  to  wit : 

1.  The  consent  of  the  Board  of  Estimate  and 
Apportionment  of  the  City  of  New  York. 

2.  The  consents  of  Rapid  Transit  Subway  Con- 
struction Company,  The  United  States  Fidelity 
&  Guaranty  Company,  The  Empire  State  Surety 
Company,    American   Surety    Company   of   New 
York,  National  Surety  Company  and  Fidelity  and 
Deposit  Company  of  Maryland ;  and 

PROVIDED,  further,  however,  and  it  is  expressly 
agreed,  that  this  agreement  shall  take  effect  if  and 
when,  and  only  when,  the  following  consents  shall 
have  been  duly  given  to  the  said  resolutions 
adopted  by  the  Board  this  day,  a  copy  of  which  is 
hereto  annexed,  providing  for  the  said  addition  to 
said  Eoutes  and  General  Plan;  the  consent  of  the 
Board  of  Estimate  and  Apportionment  of  the  City 
of  New  York ;  the  consent  of  the  Mayor  of  the  City 
of  New  York ;  and  the  consent  of  the  owners  of  a 
majority  in  value  of  the  property  along  such 
streets  or  such  portions  of  streets  as  are  included 


10 

in  the  portion  of  the  route  added  as  aforesaid,  or 
if  such  last  mentioned  consent  cannot  be  obtained, 
then  in  lieu  thereof,  the  determination  of  three 
commissioners  to  be  appointed  by  the  Appellate 
Division  of  the  Supreme  Court  duly  confirmed  by 
the  said  Appellate  Division. 

The  plan  hereto  annexed  entitled  "  Board  of 
Eapid  Transit  Railroad  Commissioners  of  the 
City  of  New  York;  proposed  Additional  Tracks 
between  West  96th  and  West  103rd  Streets. 
Drawing  No.  1715  B,  June  24th,  1907,"  is  intended 
to  illustrate  and  show  in  general  the  addition  to 
and  modification  of  the  said  original  Routes  and 
General  Plan  as  hereby  proposed. 

Jtt  ttrttttJeSS  mfoeVJejOf,  This  contract  has 
been  executed  for  the  City  of  New  York,  by  its 
Board  of  Rapid  Transit  Railroad  Commissioners, 
under  and  by  a  resolution  duly  adopted  by  said 
Board,  concurred  in  by  seven  of  its  members, 
and  the  seal  of  the  said  Board  has  been  hereto 
affixed  and  these  presents  signed  by  the  President 
and  Secretary  of  the  said  Board,  and  the  said 


11 

John  B.  McDonald  has  hereto  set  his  hand  and 
seal  and  the  said  Interborough  Rapid  Transit 
Company  has  caused  its  corporate  seal  to  be  hereto 
affixed  and  attested  by  its  secretary,  and  these 
presents  to  be  signed  by  its  president, — all  the  day 
and  year  first  above  written. 


A.  E.  ORE, 
[SEAL  OF  THE  BOARD.]  President. 

BION  L.  BURROWS, 
Secretary. 

INTERBOROUGH  EAPID  TRANSIT  COM- 
PANY, 

E.  P.  BRYAN, 
[CORPORATE  SEAL.]  President. 

Attest : 

H.  M.  FISHER, 

Secretary. 


JOHN  B.  MCDONALD.     [L.  s.] 


12 


fcy  <E0vp0vaticm 

THE  FOREGOING  CONTRACT  IS  HERE- 
BY APPROVED  AS  TO  FORM. 


Dated  New  York,  July  30th,  1907. 

JOHN  L.  0 

Acting  Corporation  Counsel. 


13 
STATE   OF   NEW   YORK, 


ss 
County  of  New  York, 

On  the  28th  day  of  June,  1907,  before  me 
personally  appeared  Alexander  E.  Orr  and  Bion 
L.  Burrows,  to  me  known  and  known  to  me 
to  be  the  said  Alexander  E.  Orr,  the  president, 
and  the  said  Bion  L.  Burrows,  the  secretary  of  the 
Board  of  Rapid  Transit  Railroad  Commissioners 
for  the  City  of  New  York ;  and  the  said  Alexander 
E.  Orr  and  Bion  L.  Burrows,  being  by  me  duly 
sworn,  did  depose  and  say,  each  for  himself  and 
not  for  the  other,  the  said  Alexander  E.  Orr,  that 
he  resides  in  the  Borough  of  Brooklyn,  in  the  said 
City,  that  he  is  the  president  of  the  said  Board 
and  that  he  subscribed  his  name  to  the  foregoing 
Contract  by  virtue  of  the  authority  hereof;  and 
the  said  Bion  L.  Burrows,  that  he  resides  in  the 
Borough  of  Brooklyn,  in  the  City  of  New  York, 
that  he  is  the  secretary  of  the  said  Board  and  that 
he  subscribed  his  name  thereto  by  like  authority; 
and  both  the  said  Alexander  E.  Orr  and  Bion  L. 
Burrows  that  they  know  the  seal  of  the  said  Board 
and  that  the  same  was  affixed  to  the  foregoing  in- 
strument by  the  authority  of  the  said  Board  and 
of  a  resolution  duly  adopted  by  the  same. 

H.  A.  D.  HOLLMAN, 
Notary  Public  for  Kings  County,  N.  Y. 

[NOTARIAL  SEAL.]         Certificate  filed  in  New  York. 


13a 

STATE  OF  NEW  YORK,          <_  gg 
City  and  County  of  New  York, 

On  this  14th  day  of  April,  1908,  before  me 
personally  came  JOHN  B.  MCDONALD,  to  me  known 
and  known  to  me  to  be  the  individual  described  in 
and  who  executed  the  foregoing  instrument,  and 
he  duly  acknowledged  to  me  that  he  executed  the 

same. 

J.  TUPTON  MASON, 

Commissioner  of  Deeds, 
[COMMISSIONER'S  SEAL.]  New  York  City. 


13b 
STATE   OF   NEW   YORK, 


County  of  New  York,  c 

On  this  10th  day  of  April,  1908,  before  me 
personally  appeared  E.  P.  BRYAN,  to  me  known, 
who,  being  by  me  first  duly  sworn,  did  depose  and 
say:  That  he  resided  in  Bound  Brook,  in  the 
State  of  New  Jersey;  that  he  is  President  of  the 
Interborough  Rapid  Transit  Company,  the  corpo- 
ration described  in  and  which  executed  the  fore- 
going instrument ;  that  he  knew  the  corporate  seal 
of  said  company;  that  one  of  the  seals  affixed  to 
said  contract  was  such  corporate  seal,  and  that  it 
was  affixed  thereto  by  order  of  the  Board  of 
Directors  of  said  company,  and  that  he  signed  his 
name  thereto  by  like  authority. 

THOMAS  G-EREHART, 
Notary  Public,  Kings  Co.,  No.  110. 
[NOTARIAL  SEAL.]  Certificate  filed  in  N.  Y.  Co. 


14 


COPY  RESOLUTIONS  OF  JUNE   27th,  1907. 

WHEREAS,  this  Board  did,  on  the  14th  day  of 
January,  1897,  and  4th  day  of  February,  1897, 
adopt  certain  Routes  and  General  Plan  for  a  rapid 
transit  railroad  in  the  City  of  New  York,  a  copy  of 
which  is  hereto  annexed  entitled  ''Copy  Routes 
and  General  Plan ' ' ;  and 

WHEREAS,  the  said  Routes  and  General  Plan 
were  afterward  duly  approved  by  the  municipal 
authorities  of  the  City  of  New  York,  and  were 
duly  consented  to  by  commissioners  appointed  by 
the  Appellate  Division  of  the  Supreme  Court, 
which  consent  was  duly  confirmed  by  the  said 
Appellate  Division,  in  lieu  of  the  consent  of  the 
owners  of  a  majority  in  value  of  the  property 
along  said  routes;  and 

WHEREAS,  thereafter,  and  on  or  about  the  21st 
day  of  February,  1900,  the  City  of  New  York  did 
by  this  Board  enter  into  a  certain  contract  with. 
John  B.  McDonald  for  the  construction  and  opera- 
tion of  the  said  rapid  transit  railroad ;  and 

WHEREAS,  by  written  instrument  bearing  date 
the  10th  day  of  July,  1902,  the  said  John  B.  Mc- 
Donald with  the  written  consent  of  this  Board 
concurred  in  by  six  members  thereof  duly  as- 
signed the  right  or  obligation  to  maintain  and 
operate  the  said  rapid  transit  railroad  for  the 
term  of  years  specified  in  the  said  contract  and  all 
rights  included  in  the  leasing  provisions  of  the 
said  contract  together  with  the  obligation  to  pro- 
vide equipment  for  the  said  railroad,  unto  Inter- 
borough  Rapid  Transit  Company,  which  Company 
also  guaranteed  the  performance  by  the  said  John 
B.  McDonald  as  such  contractor,  of  the  provisions 
of  his  said  contract  not  so  assigned  to  it ;  and 

WHEREAS,  it  is  the  interest  of  the  City  of  New 


15 


York,  and,  in  the  opinion  of  the  said  Interborough 
Rapid  Transit  Company,  it  is  likewise  in  its  inter- 
est as  such  lessee,  and  it  desires  that  said  Routes 
and  General  Plan  shall  be  changed  in  the  respect 
hereinafter  mentioned,  but  without  other  change 
in  the  said  Routes  and  General  Plan;  now,  there- 
fore, it  is 

RESOLVED,  That,  subject  to  the  consents  and  ap- 
provals to  be  first  'obtained  as  in  these  resolutions 
hereinafter  mentioned,  the  said  Routes  and  Gene- 
ral Plan  heretofore  adopted  by  this  Board  be,  and 
they  hereby  are  modified  by  adding  to  the  said 
routes  the  following,  to  wit,— 

"And  also  an  additional  track  extending  along 
the  easterly  side  of  Broadway  from  a  point  near 
the  center  line  of  96th  Street  to  a  point  about 
seventy-five  (75)  feet  north  of  the  northerly  line 
of  102nd  Street.  The  said  easterly  additional 
track  is  more  particularly  described  as  follows : 

"A  track,  the  center  line  of  which  shall  begin  at 
or  near  a  point  where  the  center  line  of  96th  Street 
intersects  the  center  line  of  the  easterly  track  as 
originally  constructed  upon  this  route;  thence 
diverging  from  the  said  easterly  track  originally 
constructed  and  running  northeasterly  and  north- 
erly and  generally  parallel  with  the  easterly  line 
of  Broadway,  and  distant  therefrom  not  less  than 
twenty-four  (24)  feet  and  nine  (9)  inches,  and  so 
continuing  to  a  point  near  the  southerly  line  of 
102nd  Street;  and  thence  curving  northwesterly, 
and  again  uniting  with  the  said  easterly  track  of 
the  railroad  as  originally  constructed  upon  this 
route,  at  a  point  about  seventy-five  (75)  feet  north 
of  the  northerly  line  of  102nd  Street. 

"Also  two  additional  tracks  extending  along  the 
westerly  side  of  Broadway,  from  a  point  near  the 
center  line  of  96th  Street  northerly  to  a  point  near 


16 

the  center  line  of  101st  Street.     The   said  two 
tracks  are  more  particularly  described  as  follows : 

"FIRST. — A  track,  the  center  line  of  which  shall 
begin  at  or  near  the  point  where  the  center  line  of 
96th  Street  intersects  the  center  line  of  the  westerly 
track  as  originally  constructed  upon  this  route; 
thence  diverging  from  the  said  westerly  track 
originally  constructed  and  running  northwesterly 
and  northerly  and  generally  parallel  with  the 
westerly  line  of  Broadway,  and  distant  therefrom 
not  less  than  twenty-four  (24)  feet  and  nine  (9) 
inches,  to  a  point  about  fifty  (50)  feet  south  of  the 
southerly  line  of  100th  Street ;  and  thence  curving 
northeasterly,  and  again  uniting  with  the  said 
westerly  track  as  originally  constructed  upon  this 
route,  at  a  point  near  the  intersection  of  the  center 
line  of  the  said  westerly  track  with  the  center  line 
of  101st  Street. 

"SECOND. — A  track,  the  center  line  of  which 
shall  diverge  from  the  center  line  of  the  additional 
track  last  above  described,  at  a  point  about  twenty 
(20)  feet  south  of  the  northerly  line  of  96th 
Street ;  and  thence  running  northerly  and  parallel, 
or  nearly  so,  with  the  westerly  line  of  Broadway, 
and  distant  about  forty  (40)  feet  therefrom,  to  a 
point  about  fifty  (50)  feet  north  of  the  northerly 
line  of  100th  Street;  and  thence  curving  north- 
easterly and  continuing  to  a  point  near  the  inter- 
section of  the  center  line  of  101st  Street  with  the 
center  line  of  the  lower  westerly  track  originally 
constructed  upon  this  route,  and  known  as  the 
southbound  Lenox  Avenue  track. 

"And  also  spurs  or  connections  to  unite  the  said 
three  additional  tracks  or  any  one  or  more  of 
them  with  any  of  the  other  tracks  constructed 
upon  this  route. 

"The  additional  tracks,  spurs  and  connections 


17 

herein  provided  for  shall  be  built  (except  where 
the  same  curve  to  unite  with  or  diverge  from  any 
of  the  four  tracks  first  constructed  upon  this 
route)  between  the  walls  of  the  railroad  or  sub- 
way, and  the  easterly  and  westerly  sides  of  Broad- 
way respectively. 

"The  additional  track  on  the  easterly  side  shall 
descend  from  a  point  at  or  near  the  center  line  of 
97th  street  at  a  grade  of  about  one  per  cent,  to  a 
point  about  forty  (40)  feet  north  of  the  center  line 
of  99th  Street,  and  then  level  to  a  point  about 
thirty-five  (35)  feet  below  the  surface  of  Broad- 
way and  near  the  southerly  line  of  100th  Street,  at 
which  point  a  spur  or  connection  shall  diverge 
to  connect  with  other  tracks.  Said  easterly  addi- 
tional track  as  above  described  shall  from  said 
lowest  point  ascend  to  about  the  center  line  of 
102nd  Street,  and  shall  continue  thence  on  the 
same  grade  as  the  easterly  line  originally  con- 
structed upon  this  route,  which  is  known  as  the 
northbound  Broadway  track. 

' '  The  first  of  the  two  additional  westerly  tracks 
shall  be  constructed  upon  the  same  grade  as  the 
westerly  track  first  constructed  upon  this  route, 
which  is  known  as  the  south-bound  Broadway 
track. 

' '  The  second  of  the  said  two  additional  westerly 
tracks  shall  continue  on  the  same  grade  as  the  first 
of  the  said  additional  westerly  tracks  from  the 
point  of  beginning  as  above  described,  to  a  point 
near  the  intersection  of  the  center  line  of  98th 
Street;  from  thence  it  shall  descend  to  a  point 
about  the  northerly  line  of  100th  Street,  at  which 
it  will  be  on  the  same  grade  as  the  two  center 
tracks  first  constructed  upon  this  route,  known  as 
the  Lenox  Avenue  tracks ;  and  from  thence  it  shall 
continue  on  the  same  grades  as  the  said  two  Lenox 
Avenue  tracks." 


18 

In  all  other  respects  the  provisions  of  the  said 
general  plan  of  construction  adopted  January 
14th  and  February  4th,  1897,  as  heretofore 
amended,  shall  be  applicable  to  the  portion  of  the 
route  hereinabove  mentioned;  and  it  is  further 

RESOLVED  that,  Whereas  this  Board  has  duly 
made  the  inquiries  and  investigation  necessary  or 
proper  in  the  premises,  and  has  determined  that 
the  modification  aforesaid  of  the  said  Routes  and 
General  Plan  are  necessary  for  the  interests  <of 
the  public  and  of  the  City  of  New  York  and  should 
be  established  as  herein  provided,  this  Board  does 
hereby  determine  and  establish  the  said  Routes 
and  General  Plan  as  hereby  modified,  subject  to 
the  consents  and  approvals  to  be  first  obtained  as 
hereinafter  mentioned ;  and  it  is  further 

RESOLVED,  That  the  said  modifications  of  the 
Routes  and  General  Plans  shall  take  effect  only 
upon  and  after  the  following  consents  and  ap- 
provals thereto  shall  be  duly  had,  to  wit : 

1.  The  consent  of  the  Board  of  Estimate  and 
Apportionment  of  The  City  of  New  York  as  the 
local  authority  having  control  of  the  streets  above 
mentioned. 

2.  The  consent  of  the  Mayor  of  The  City  of 
New  York. 

3.  The  consent  of  the  owners  of  a  majority  in 
value  of  the  property  along  that  portion  of  Broad- 
way in  the  Borough  of  Manhattan  which  is  in- 
cluded in  the  portion  of  the  routes  added  as  afore- 
said ;  or,  if  such  consents  cannot  be  obtained,  then, 
in  lieu  thereof,  the  determination  of  three  com- 
missioners to  be  appointed  by  the  Appellate  Di- 
vision of  the  Supreme  Court,  duly  confirmed  by 
the  said  Appellate  Division. 

4.  The  consent  of  the  said  John  B.  McDonald, 


19 

contractor,  and  of  his  sureties,  as  follows :  Eapid 
Transit  Subway  Construction  Company,  The 
United  States  Fidelity  and  Guaranty  Company, 
The  Empire  State  Surety  Company,  American 
Surety  Company  of  New  York,  National  Surety 
Company  and  Fidelity  and  Deposit  Company  of 
Maryland;  and  also  Interborough  Eapid  Transit 
Company. 

It  is  further  RESOLVED,  That  this  Board  hereby 
adopts  the  drawing  now  produced  and  entitled 
"  Board  of  Rapid  Transit  Railroad  Commission- 
ers of  the  City  of  New  York :  Proposed  additional 
tracks  between  West  96th  and  West  103rd  Streets. 
Drawing  No.  1715B,  June  24th,  1907,  as  showing 
in  general  the  additions  to  and  modifications  of 
the  original  Routes  and  General  Plan  hereby 
adopted. 


20 

IXUrtcX'SiCiUjert  being  the  sureties  of  John 
B.  McDonald,  the  contractor  above  mentioned, 
upon  the  continuing  bond  in  the  penalty  of  One 
Million  Dollars  ($1,000,000),  and  the  bond  for 
construction  and  equipment  in  the  penalty  of  Five 
Million  Dollars  ($5,000,000),  hereby  consent  to 
the  making  of  the  foregoing  instrument. 
Dated  New  York,  June  27th,  1907. 


RAPID    TRANSIT    SUBWAY    CONSTRUC- 
TION COMPANY, 

By  E.  P.  BRYAN, 
[CORPORATE  SEAL.] 

Attest : 

H.  M.  FISHER, 

Secretary. 


UNITED  STATES  FIDELITY  AND  GUAR- 
ANTY COMPANY, 

By  CHAS.  0.  SCULL, 
[CORPORATE  SEAL.]  Vice-President. 

Attest : 

ALBERT  H.  BUCK, 

Asst.  Secretary. 


21 

THE    EMPIRE    STATE    SURETY    COM- 
PANY, 

By  WALTER  J.  MOORE, 
[CORPORATE  SEAL.]  Vice-President- 

Attest : 

DANIEL  STEWART, 

Secretary. 


AMERICAN      SURETY      COMPANY      OF 
NEW  YORK, 

By  J.  W.  MASON, 
[CORPORATE  SEAL.]  Vice-President. 

Attest : 

ARTHUR  F.  SCHERMERHORN, 
Assistant-  Secretary. 


NATIONAL  SURETY  COMPANY, 

By  JOEL  EATHBONE, 
[CORPORATE  SEAL.]  V.-Prest. 

Attest : 

LEONARD  DAMMANN, 

Ass't.  Secretary. 


FIDELITY  AND   DEPOSIT   COMPANY  OF 
MARYLAND, 

By  THOS.  A.  WHELAN, 
[CORPORATE  SEAL.]  Vice-Prest. 

Attest: 

CHARLES  V.  R.  MARSH, 

Ass't.  Secy. 


STATE  OF  NEW  YORK.  ) 

ss  * 
County  of  New  YorkJ 

On  this  18  day  of  April,  1908,  before  me 
personally  appeared  E.  P.  Bryan,  to  me  known, 
who,  being  by  me  first  duly  sworn,  did  depose  and 
say:  That  he  resided  in  Bound  Brook,  in  the 
State  of  New  Jersey;  that  he  is  President  of 
the  Rapid  Transit  Subway  Construction  Com- 
pany, the  corporation  described  in  and  which  exe- 
cuted the  foregoing  instrument ;  that'  he  knew  the 
corporate  seal  of  said  company;  that  one  of  the 
seals  affixed  to  said  instrument  was  such  corporate 
seal,  and  that  it  was  affixed  thereto  by  order  of  the 
Board  of  Directors  of  said  company,  and  that  he 
signed  his  name  thereto  by  like  authority. 

THOMAS  GEREHART, 
Notary  Public,  Kings  Co.,  No.  110. 
[NOTARIAL  SEAL.]          Certificate  filed  in  N.  Y.  Co. 


STATE  OF  MARYLAND, 
City  of  Baltimore, 

On  this  13th  day  of  April,  1908,  before  me  per- 
sonally appeared  CHAS.  0.  SCULL,  to  me  known, 
who,  being  by  me  first  duly  sworn,  did  depose  and 
say:  That  he  resided  in  Baltimore,  in  the  State 
of  Maryland;  that  he  is  Vice-President  of  the 
United  States  Fidelity  and  Guaranty  Company, 
the  corporation  described  in  and  which  exe- 
cuted the  foregoing  instrument ;  that  he  knew  the 
corporate  seal  of  said  company;  that  one  of  the 
seals  affixed  to  said  instrument  was  such  corpo- 
rate seal,  and  that  it  was  affixed  thereto  by  order 
of  the  Board  of  Directors  of  said  company,  and 
that  he  signed  his  name  thereto  by  like  authority. 

A.  D.  PATRICK, 

[NOTARIAL  SEAL.]  Notary  Public, 

No.  357. 

£tatc  of  Jftarpianfc,  Baltimore  Citp,  £ct: 

I,  £tqjfjen  C  Utttlc,  Clerk  of  the  Superior 
Court  of  Baltimore  City,  do  hereby  certify,  that 
A.  D.  PATRICK,  Esquire,  before  whom  the  annexed 
affidavit  was  made,  and  who  has  thereto  sub- 
scribed his  name,  was  at  the  time  of  so  doing,  a 
Notary  Public  of  the  State  of  Maryland,  in  and  for 
the  City  of  Baltimore,  residing  in  said  City  and 
State,  duly  commissioned  and  sworn,  and  autho- 
rized by  law  to  administer  oaths  and  take  acknowl- 
edgments, or  proof  of  deeds  to  be  recorded  there- 
in. I  further  certify  that  I  am  acquainted  with 
the  handwriting  of  the  said  Notary,  and  verily 
believe  the  signature  to  be  his  genuine  signature. 

^n  tcjftimonp  tofjercof,  i  hereto  set 

my  hand  and  affix  the  seal  of  the 
[OFFICIAL        Superior  Court  of  Baltimore  City, 
SEAL.]          the  same  being  a  Court  of  Record, 
this  13th  day  of  April,  1908. 
STEPHEN  C.  LITTLE, 
Clerk  of  the  Superior  Court  of 
Baltimore  City. 


24 

STATE  OF  NEW  YORK.  ) 

SS     * 

County  of  New  YorkJ 

On  this  10  day  of  April,  1908,  before  me  per- 
sonally appeared  WALTER  J.  MOORE,  to  me  known, 
who,  being  by  me  first  duly  sworn,  did  depose  and 
feay:  That  he  resided  in  New  York  City,  in  the 
State  of  New  York;  that  he  is  Vice-President 
of  the  Empire  State  Surety  Company,  the  corpo- 
ration described  in  and  which  executed  the  fore- 
going instrument ;  that  he  knew  the  corporate  seal 
of  said  company;  that  one  of  the  seals  affixed  to 
said  instrument  was  such  corporate  seal,  and  that 
it  was  affixed  thereto  by  order  of  the  Board  of 
Directors  of  said  company,  and  that  he  signed  his 
name  thereto  by  like  authority. 

CHAS.  A.  GARDNER, 

[NOTARIAL  Notary  Public,  Kings  County. 

SEAL.]         Certificate  filed  in  New  York  County. 


25 


STATE  OF  NEW  YORK,  f 
County  of  New  York,  ) 

On  this  10th  day  of  April,  1908,  before  me  per- 
sonally appeared  J.  W.  MASON,  to  me  known,  who, 
being  by  me  first  duly  sworn,  did  depose  and 
say :  That  he  resided  in  Mt.  Vernon,  in  the  State 
of  New  York;  that  he  is  Vice-President  of  the 
American  Surety  Company  of  New  York,  the 
corporation  described  in  and  which  executed 
the  foregoing  instrument ;  that  he  knew  the  corpo- 
rate seal  of  said  company;  that  one  of  the  seals 
affixed  to  said  instrument  was  such  corporate  seal, 
and  that  it  was  affixed  thereto  by  order  of  the 
Board  of  Directors  of  said  company,  and  that  he 
signed  his  name  thereto  by  like  authority. 

JARED  F.  HARRISON,  Jr., 

Notary  Public, 
[NOTARIAL  SEAL.]  New  York  County. 


26 

STATE  OF  NEW  YORK,  } 
County  of  New  YorkJ 


ss. 


On  this  10th  day  of  April,  1908,  before  me  per- 
sonally appeared  JOEL  RATHBONE,  to  me  known, 
who,  being  by  me  first  duly  sworn,  did  depose  and 
say:  That  he  resided  in  New  York  City,  in  the 
State  of  New  York;  that  he  is  Vice-Pres.  of 
the  National  Surety  Company,  the  corporation 
described  in  and  which  executed  the  foregoing 
instrument;  that  he  knew  the  corporate  seal  of 
said  company;  that  one  of  the  seals  affixed  to  said 
instrument  was  such  corporate  seal,  and  that  it 
was  affixed  thereto  by  order  of  the  Board  of  Direc- 
tors of  said  company,  and  that  he  signed  his  name 
thereto  by  like  authority. 

JERROLD  SMULLEN, 
Notary  Public  No.  369  for 
[NOTARIAL  SEAL.]  County  of  Neiv  York. 

Certificate  filed  in  Kings,  Queens,  Rich- 
mond and  Westchester  Counties. 


2? 

STATE  OF  NEW  YORK, 


County  of   New  York.  r  £ 

On  this  14  day  of  April,  1908,  before  me  person- 
ally appeared  THOMAS  A.  WHELAN,  to  me  known, 
who,  being  by  me  first  duly  sworn,  did  depose  and 
say :  That  he  resided  in  the  City  of  Baltimore,  in 
the  State  of  Maryland ;  that  he  is  Vice-President 
of  the  Fidelity  and  Deposit  Company  of  Maryland, 
the  corporation  described  in  and  which  executed 
the  foregoing  instrument ;  that  he  knew  the  corpo- 
rate seal  of  said  company;  that  one  of  the  seals 
affixed  to  said  instrument  was  such  corporate  seal, 
and  that  it  was  affixed  thereto  by  order  of  the 
Board  of  Directors  of  said  company,  and  that  he 
signed  his  name  thereto  by  like  authority. 

ERNEST  L.  HICKS, 

Notary  Public, 
[NOTARIAL  SEAL.]  New  York  County. 


[Drawings  annexed  to  original.] 


Public  Service  Commission  lor  the  First 

District 


TO 


Interborongh  Rapid  Transit  Company 


WEBSTER  AVENUE  LINE 
EIGHTH  AVENUE  AND  162nd  STREET  CONNECTION 

QUEENSBORO  BRIDGE  LINE 
WEST  FARMS  SUBWAY  CONNECTION 


(Errtiftrate 

February      ,  1913 


Public  Service  Commission  lor  the  First 

District 


TO 


Interborough  Rapid  Transit  Company 


WEBSTER  AVENUE  LINE 
EIGHTH  AVENUE  AND  162nd  STREET  CONNECTION 

QUEENSBORO  BRIDGE  LINE 
WEST  FARMS  SUBWAY  CONNECTION 


Okrtiftrai* 

February      ,  1913 


PUBLIC  SERVICE  COMMISSION  FOE  THE  FIRST 

DISTRICT 

TO 

INTERBOROUGH  RAPID  TRANSIT  COMPANY 


CERTIFICATE 
FEBRUARY        ,  1913. 

THE  PUBLIC  SERVICE  COMMISSION  FOR  THE  FIRST  DISTRICT 
does  hereby  certify  as  follows : 

The  word  "Crry"  as  used  herein  means  The  City  of  New 
York,  and  any  other  corporation  or  division  of  government 
to  which  the  ownership,  rights,  powers  and  privileges  of  The 
City  of  New  York  under  the  Rapid  Transit  Act  shall  here- 
after come,  belong  or  appertain. 

The  words  "NEW  YORK"  as  used  herein  mean  the  City 
of  New  York  according  to  its  boundaries  as  now  or  here- 
after fixed. 

The  word  ' '  COMMISSION  ' '  as  used  herein  means  the  Pub- 
lic Service  Commission  for  the  First  District  of  the  State 
of  New  York,  in  so  far  as  it  acts  herein  under  the  Rapid 
Transit  Act,  or  any  official  or  public  body  to  whom  or  to 
which  the  powers  now  conferred  upon  the  said  Commission 
by  the  Rapid  Transit  Act  may  hereafter  be  transferred  by 
law. 


The  words  "INTERBOROUGH  COMPANY"  as  used  herein 
mean  the  Interborough  Eapid  Transit  Company,  its  suc- 
cessors, assigns,  lessee,  transferee,  or  any  corporation 
which  may  hereafter  succeed  by  consolidation  or  merger  to 
the  rights  of  the  said  Interborough  Eapid  Transit  Com- 
pany. 

The  word  "RAILROADS"  as  used  herein  means  the  four 
railroads  herein  authorized  which  are  referred  to  as  the 
Webster  Avenue  Line,  the  Eighth  Avenue  and  162nd  Street 
Connection,  the  Queensboro  Bridge  Line  and  the  West 
Farms  Subway  Connection. 

The  words  " EAPID  TRANSIT  ACT"  as  used  herein  mean 
Chapter  4  of  the  Laws  of  1891  as  heretofore  amended. 

The  words  "BOARD  OF  ESTIMATE"  as  used  herein  mean 
the  Board  of  Estimate  and  Apportionment  of  The  City  of 
New  York  and  any  other  board  or  officer  to  whom  or  to 
which  its  powers  now  existing  under  the  Eapid  Transit 
Act  may  hereafter  be  transferred  by  law. 

The  word  "COMPTROLLER"  as  used  herein  means  the 
Comptroller  of  The  City  of  New  York  and  the  officer  or 
board  to  whom  or  to  which  his  powers  now  existing  under 
the  Eapid  Transit  Act  may  hereafter  be  transferred  by 
law. 

WHEREAS,  the  Interborough  Company,  a  railroad  cor- 
poration existing  under  the  laws  of  the  State  of  New  York 
whose  certificate  of  incorporation  was  filed  and  recorded  in 
the  office  of  the  Secretary  of  State  on  the  6th  day  of  May, 
1902,  and  in  the  office  of  the  Clerk  of  New  York  County  on 
May  7,  1902,  and  whose  principal  office  is  at  No.  165  Broad- 
way in  the  Borough  of  Manhattan,  City,  County  and  State 
of  New  York  and  which  leases  and  actually  operates  a  rail- 
road wholly  within  the  limits  of  New  York;  and 


WHEREAS,  the  Manhattan  Eailway  Company,  a  railroad 
corporation  existing  under  the  laws  of  the  State  of  New 
York,  on  or  about  the  first  day  of  January,  1903,  leased  its 
railroads,  property,  rights  and  franchises  to  the  Interbor- 
ough  Company  (which  said  railroads  are  hereinafter  re- 
ferred to  as  the  Manhattan  Railroad)  under  and  by  virtue 
of  and  as  appears  in  a  certain  indenture  of  lease  between 
said  companies,  filed  in  the  office  of  the  Secretary  of  State 
on  April  4, 1903,  and  recorded  in  the  Register's  office  of  the 
County  of  New  York  on  April  1,  1903,  in  Liber  2,  page  35 
of  General  Conveyances;  and 

WHEREAS,  the  Interborough  Company,  as  such  lessee, 
under  the  provisions  of  the  Rapid  Transit  Act  has  applied 
to  the  Commission  for  authority  to  extend  its  lines  (mean- 
ing thereby  the  Manhattan  Railroad)  within  New  York 
and  to  acquire  terminal  or  other  facilities,  all  as  herein- 
after described ;  and 

WHEREAS,  since  in  the  judgment  of  the  Commission  the 
public  interests  so  demand,  the  Commission  has  fixed  and 
determined  the  route  or  routes  by  which  the  Interborough 
Company  may  extend  its  railroad  and  has  fixed  and  de- 
termined the  location  and  plan  of  construction  of  the  Rail- 
roads upon  such  route  or  routes  and  of  such  tracks  and 
facilities,  the  times  within  which  they  shall  be  respectively 
constructed,  the  compensation  to  be  made  therefor  to  the 
City  by  the  Interborough  Company,  and  such  other  terms, 
conditions  and  requirements  as  to  the  Commission  appear 
just  and  proper; 

Now  THEREFORE,  the  Commission  has  authorized  and  does 
hereby  authorize,  but  subject,  however,  to  the  approval  of 
the  Board  of  Estimate  and  subject  to  the  terms,  conditions 
and  requirements  hereinafter  set  forth,  the  Interborough 
Company — 

1.  a.  To  construct,  maintain  and  operate  a  three-track 


elevated  railroad  (which  railroad  is  hereinafter  referred  to 
as  the  WEBSTEB  AVENUE  LINE,  upon  the  following  route  or 
routes : 

Diverging  from  the  existing  structures  of  the  Third 
Avenue  Line  of  the  Manhattan  Railroad,  at  a 
point  about  five  hundred  (500)  feet  north  of 
Pelham  avenue  and  Third  avenue,  thence  run- 
uning  northwesterly  and  crossing  over  the  pri- 
vate right  of  way  of  the  New  York  &  Harlem  Rail- 
road to  Webster  avenue,  thence  northerly  along  and 
over  Webster  avenue  to  at  or  near  Gun  Hill  road, 
thence  curving  northeasterly  along  and  over  streets 
and  private  property  and  the  private  right  of  way  of 
the  New  York  &  Harlem  Railroad  to  Gun  Hill  road, 
thence  easterly  over  and  along  Gun  Hill  road  to  a  point 
at  or  near  White  Plains  road,  thence  curving  northerly 
over  streets  and  a  public  place  to  a  point  in  White 
Plains  road,  where  a  connection  can  conveniently  be 
made  with  a  municipal  railroad  on  White  Plains  road. 

b.  To  construct,  maintain  and  operate  a  railroad  (which 
railroad  is  hereinafter  referred  to  as  the  EIGHTH  AVENUE 
AND  162ND  STREET  CONNECTION),  upon  the  following  route 
or  routes : 

Diverging  from  the  existing  structure  of  the  Ninth 
Avenue  Elevated  Line  of  the  Manhattan  Railroad  near 
West  One  Hundred  and  Fifty-seventh  Street  and 
Eighth  Avenue  and  thence  running  northeasterly  over 
private  property  and  public  streets  to  the  Harlem 
River,  thence  crossing  the  Harlem  River  over  the  Put- 
nam Bridge  and  crossing  over  the  property  and  right 
of  way  of  the  New  York  Central  and  Hudson  River 
Railroad  Company  to  Sedgwick  Avenue  at  a  point 
north  of  One  Hundred  and  Sixty-first  Street,  thence 
under  Sedgwick  Avenue,  private  property  and  public 
streets  to  a  point  near  the  intersection  of  One  Hundred 
and  Sixty-second  Street  and  Ogden  Avenue,  thence 


under  One  Hundred  and  Sixty-second  Street  to  a  point 
at  or  near  Anderson  Avenue,  thence  curving  southerly 
and  easterly  through  private  property  and  public 
streets  to  the  intersection  of  One  Hundred  and  Sixty- 
second  Street  and  Jerome  Avenue;  thence  easterly 
over  and  along  One  Hundred  and  Sixty-second  Street 
to  a  point  near  River  Avenue;  thence  curving  north- 
easterly through  private  property  into  River  Avenue 
to  a  point  where  a  connection  can  conveniently  be  made 
with  a  municipal  railroad  on  River  Avenue. 

The  Eighth  Avenue  and  162nd  Street  Connection  shall 
consist  of  two  tracks.  Two  additional  tracks  may,  if  neces- 
sary to  provide  a  convenient  connection  between  the  Eighth 
Avenue  and  162nd  Street  Connection  and  the  Ninth  Avenue 
elevated  road,  be  constructed  over  Eighth  Avenue  between 
a  point  one  hundred  feet  north  of  153rd  Street  and  157th 
Street.  The  Eighth  Avenue  and  162nd  Street  Connection 
shall  be  constructed  as  an  elevated  railroad  excepting  that 
part  from  a  point  on  private  property  near  the  intersection 
of  161st  Street  and  Sedgwick  Avenue  to  a  point  on  private 
property  west  of  Jerome  Avenue  at  or  near  162nd  Street 
which  shall  be  constructed  as  a  subway. 

c.  To  construct  (except  such  portions  already  built  as 
are  an  integral  part  of  the  Queensboro  Bridge  or  the  ap- 
proaches thereto),  maintain  and  operate  a  two-track  ele- 
vated railroad  (which  railroad  is  hereinafter  referred  to  as 
the  QUEENSBORO  BRIDGE  LINE)  upon  the  following  route  or 
routes : 

Diverging  from  the  existing  structures  of  the  Second 
Avenue  Elevated  Line  of  the  Manhattan  Railroad  on 
Second  Avenue,  between  East  58th  and  East  60th 
streets,  and  running  thence  easterly  across  the  Queens- 
boro Bridge  upon  two  of  the  upper  tracks  to  the  east- 
erly side  of  Ely  Avenue,  in  the  Borough  of  Queens,  in 
the  Citv  of  New  York. 


d.  To  construct,,  maintain  and  operate  a  two-trad  efe^ 
vated  railroad  (which  railroad  is  hereinafter  referred  to> 
as  the  WEST  FARMS  SUBWAY  CONNECTION)  upon  the  follow- 
ing route  or  routes : 

Diverging  from  the  existing  Third  Avenue  Elevated; 
Railroad  at  about  143d  Street;  thence  extending 
through  private  property  and  Willis  and  Bergen  Ave- 
nues to  a  point  near  149th  Street ;  thence  northeasterly- 
crossing  149th  Street  over  a  public  place,  Gerard 
Street,  the  right  of  way  of  the  existing  Manhattan- 
Bronx  Rapid  Transit  Railroad  constructed  under  the- 
contract  of  February  21,  1900,  and  private  property 
to  a  point  near  the  intersection  of  Brook  and  West- 
Chester  Avenues,  where  a  connection  can  conveniently 
be  made  with  the  West  Farms  Division  of  the  said 
Manhattan-Bronx  Rapid  Transit  Railroad. 

2.  To  construct,  maintain,  and  operate  within  the  streets, 
avenues  and  public  places  included  within  the  aforesaid 
routes  or  within  the  adjacent  lines  of  intersecting  streets 
and  avenues  lying  within  seventy-five  (75)  feet  of  the  ex- 
terior line  or  side  of  the  longitudinal  streets,  avenues  and 
public  places  of  the  route,  all  necessary  and  proper  con- 
nections with  terminal  yards,  stations,  landing  places,  stair- 
ways, platforms,  elevators,  escalators,  telegraph,  telephone 
and  signal  devices  and  other  appliances  and  facilities,  all 
as  may  be  either  necessary  or  convenient  for  the  construc- 
tion, operation  and  maintenance  of  the  Railroads. 

3.  To  acquire  and  use  private  property  for  the  construc- 
tion, maintenance  and  operation  of  the  Railroads  including 
yards,  stations,  station  extensions,  terminal  rooms,  power 
plants,  stairways,  elevators,  escalators,  or  other  methods 
of  access  to  and  from  the  street,  and  for  other  purposes 
necessary  or  convenient  to  carry  into  execution  the  terms 
and  authority  of  this  grant. 


•i.  To  transport  upon  the  Railroads  persons  and  property 
.-and  to  use  therefor  and  in  connection  therewith  all  suitable 
.appliances, 

5.  To  construct,  maintain  and  operate  upon,  under  or 
•contiguous  to  the  Railroads  for  the  transmission  or  ex- 
change of  power,  heat  and  light  for  the  use  of  the  Railroads 
-and  such  other  railroads  as  may  be  owned,  operated  or 
•controlled  by  the  Interborough  Company  (and  for  no  other 
purposes),  telegraph  and  telephone  wires  and  wires,  cables, 
contact  rails,  conduits  and  ways  and  other  appurtenances ; 
provided,  however,  that,  except  for  the  purpose  of  making 
necessary  connections,  all  such  appurtenances,  when  not 
placed  upon  the  structure,  shall  be  placed  underground, 
unless  otherwise  directed  by  the  Commission. 

The  authorizations  or  licenses  hereby  granted  to  con- 
struct, maintain  and  operate  the  Webster  Avenue  line,  the 
Eighth  Avenue  and  lG2d  Street  Connection,  the  Queensboro 
Bridge  line  and  the  West  Farms  Subway  Connection  shall 
be  held  by  the  Interborough  Company  for  a  period  of 
eighty -five  (85)  years  from  the  date  on  which  the  Inter- 
borough  Company  shall  first  begin  operation  of  any  part 
of  any  of  the  Railroads,  unless  sooner  terminated  as  here- 
inafter provided.  Said  date  shall  be  evidenced  by  a  resolu- 
tion of  the  Commission  entered  in  its  minutes  approving- 
such  date  as  the  date  of  beginning  operation  of  the  Rail- 
roads and  as  the  date  from  which  the  terms  of  these 
•authorizations  or  licenses  run  and  from  which  compensa- 
tion payable  hereunder  accrues,  and  also  the  date  from 
which  the  period  of  ten  years  begins  to  run,  after  which 
the  City  may  terminate  the  authorizations  or  licenses  here- 
by granted;  provided,  however,  that  if  operation  of  any 
of  the  Railroads  be  first  begun  as  to  any  part  thereof  at  a 
later  date,  such  date  may  be  evidenced  by  a  resolution  of 
the  Commission  approving  that  date  as  the  date  of  begin- 
ning operation  of  such  railroad  and  as  the  date  from  which 
the  period  of  ten  years  begins  to  run  after  which  the  City 


may   separately   terminate   this   authorization   or  license 
therefor. 

Provided,  however,  and  it  is  expressly  agreed  that  the 
authorizations  or  licenses  hereby  granted  are  subject  to 
certain  terms,  conditions  and  requirements  which  appear 
to  the  Commission  to  be  just  and  proper,  and  which  as  so 
subject,  are  prescribed  in  the  following  articles,  to  wit: 


This  certificate  will  be  executed  by  the  Commission  in 
five  identical  originals,  so  proved  as  to  be  entitled  to  be 
recorded  in  the  office  of  the  Register  of  the  County  of  New 
York  and  the  Clerk  of  the  County  of  Queens,  and  to  be  filed 
in  the  office  of  the  Secretary  of  State  of  the  State  of  New 
York,  all  of  which  will  be  delivered  by  the  Commission  to 
the  president,  vice-president,  secretary  or  treasurer  of  the 
Interborough  Company.  The  authorizations  or  licenses 
hereby  granted  shall  be  inoperative  and  this  certificate  shall 
be  void  unless  within  thirty  days  after  such  delivery  or 
such  further  period  as  shall  be  prescribed  in  writing  by  the 
Commission,  the  Interborough  Company  shall  have  pro- 
cured four  of  the  said  identical  originals  to  be  returned  to 
the  Commission,  each  of  them  having  an  acceptance  of  this 
certificate  and  all  the  terms,  conditions  and  requirements 
thereof  subscribed  at  the  foot  thereof  by  the  Interborough 
Company,  such  acceptance  being  so  proved  as  to  entitle  it 
to  be  recorded  and  filed  as  aforesaid. 

II 

The  authorizations  or  licenses  hereby  granted,  if  the 
Commission  shall  so  determine,  shall  become  void  unless 
within  three  calendar  months  from  the  time  of  the  delivery 
to  the  Commission  of  the  acceptance  of  this  certificate  by 
the  Interborough  Company,  that  Company  shall,  in  due  and 
lawful  form,  obtain  or  receive  the  approval  hereof  by  the 

8 


Board  of  Estimate  and  the  consent  of  that  Board  as  the 
local  authority  having  the  control  of  the  portions  of  the 
streets,  avenues,  highways,  bridges,  parkways  and  public 
places  upon,  under  or  over  which  it  is  proposed  to  construct 
and  operate  the  Railroads,  together  with  the  approval  of 
the  Mayor  of  the  City. 

The  authorizations  or  licenses  hereby  granted,  if  the 
Commission  shall  so  determine,  after  due  hearing,  shall 
become  void  unless  within  one  year  from  the  time  of  the 
acceptance  of  this  certificate  by  the  Interborough  Company 
that  Company  shall  further  and  in  due  and  lawful  form 
obtain  and  submit  to  inspection  by  the  Commission  the 
consents  of  the  owners  of  one-half  in  value  of  the  property 
bounded  on  each  portion  of  the  streets,  avenues  or  high- 
ways upon,  under  or  over  which  the  Railroads  or  any  part 
thereof  are  authorized,  to  the  construction  and  operation 
of  the  Railroads  or  such  part  thereof,  or  in  case  the  consent 
of  such  property  owners  cannot  be  obtained,  then  the  de- 
termination pursuant  to  law  of  commissioners  to  be  ap- 
pointed by  the  Appellate  Division  of  the  Supreme  Court  in 
the  proper  department  that  such  portion  of  the  Railroads 
ought  to  be  constructed  and  operated,  the  said  determina- 
tion of  such  commissioners  when  confirmed  by  the  Court, 
to  be  taken  in  lieu  of  such  consent  of  property  owners.  Pro- 
vided, however,  and  it  is  expressly  stipulated,  that  the  Com- 
mission shall  have  power,  upon  reasonable  cause  shown,  to 
extend  by  written  certificate  either  of  the  periods  herein- 
before in  this  article  prescribed. 

The  Interborough  Company  covenants  that  it  will  be 
diligent  in  prosecuting  applications  for  the  consents  afore- 
said, but  it  it  shall  not  have  secured  the  same  within  the 
period  of  one  year  after  its  acceptance  as  aforesaid  of  this 
certificate,  then  and  in  such  case  the  Interborough  Com- 
pany shall,  after  a  written  notice  of  three  months  to  the 
Commission,  be  released  from  its  obligations  hereunder, 
unless  within  such  three  months,  or  within  such  further 


with  the  other  proyisions  hereof  may  be  permitted  by  the 
Commission. 

The  Eailroads,  with  necessary  sidings,  turnouts  and 
switches,  excepting  the  portion  of  the  Eighth  Avenue 
and  162nd  Street  Connection  west  of  Jerome  Avenue  shall 
follow  the  general  design  of  the  elevated  railroads  known 
as  the  Van  Cortlandt  Park  Extension  heretofore  con- 
structed under  the  contract  dated  February  21,  1900.  for 
the  construction,  equipment  and  operation  of  the  Manhat- 
tan-Bronx Rapid  Transit  Railroad,  except  that  the  Inter- 
borough  Company  shall  construct  the  following  portions  of 
the  Webster  Avenue  Line  and  the  Eighth  Avenue  and 
162nd  Street  Connection  upon  approved  plans  involving  a 
more  elaborate  and  ornamental  structure  with  solid  floor  or 
such  other  construction  as  will  in  the  opinion  of  the  Com- 
mission most  effectually  prevent  noise  and  tremor,  to  wit: 

(a)  The  portion  of  the  Eighth  Avenue  and  162nd 
Street  Connection,  including  the  portal  from  the  point 
where  it  emerges  from  the  ground  near  162nd  Street, 
over  private  property  and  162nd  Street  to  a  point 
about  midway  between  Cromwell  Avenue  and  River 
Avenue. 

(b)  The  station  on  the  Webster  Avenue  Line,  near 
the  intersection  of  Gun  Hill  Road  and  White  Plains 
Road  together  with  about  200  feet  of  the  approaches 
thereto. 

(c)  The  portion  of  the  Webster  Avenue  Line  cross- 
ing Mosholu  Parkway,  together  with  about  200  feet 
of  the  approaches  thereto. 

(d)  The  portion  of  the  Webster  Avenue  Line  over 
Fordham  Square,  together  with  about  200  feet  of  the 
approaches  thereto. 

And  except  further  that  the  Queensboro  Bridge  Line 
shall  be  so  constructed  as  to  harmonize  in  all  respects  with 
the  Queensboro  Bridge  structure  and  approaches. 

12 


In  'the  subway  portion  ol  the  Eighth  Avenue  and  162ncl 
Street  Connection  the  construction  shall  be  of  iron  or  steel 
or  masonry  or  a  combination  of  iron  and  steel  or  masonry. 
The  tunnel  shall  have  a  clear  height  above  the  base  of  rail 
*of  not  less  than  13  feet  2  inches.  The  width  of  tunnel  shall 
not  exceed  15  feet  for  each  track,  in  addition  to  the  thick- 
ness of  supporting  w^alls,  except  that  at  stations,  curves  and 
crossovers  the  width  may  be  increased;  and  the  width  of 
.the  open  cut  and  embankment  portion  shall  not  exceed  15 
.feet  for  each  track,  in  addition  to  the  thickness  of  the 
.necessary  retaining  walls,  except  that  at  stations,  curves 
.and  crossovers  the  width  may  be  increased. 

The  sidings  constructed  shall  be  such  as  the  Commission 
shall  approve  as  necessary  for  the  convenient  operation  of 
the  Railroads  and  shall  not  exceed  in  length,  for  any  line  of 
the  Railroads,  one  quarter  of  a  mite  of  single  track  for  each 
mile  of  railway  structure  of  such  line. 

No  crossing  is  to  be  made  at  grade  between  tracks  of  di- 
verging lines  without  the  approval  of  the  Commission. 

The  columns  supporting  the  superstructure  of  the  ele- 
vated portions  of  the  Railroads  'except  as  hereinafter  other- 
wise provided,  may  be  placed  within  the  roadway,  but  not 
less  than  thirteen  (13)  feet  from  the  curb  lines  upon  either 
'side;  the  interior  transverse  distance  between  the 
•columns  shall  not  be  less  than  twenty-three  (23) 
feet.  The  distance  from  the  face  of  elevated  column 
to  the  center  of  adjacent  street  railway  track  shall  be  not 
less  than  seven  (7)  feet  unless  permitted  by  the 
Commission.  The  center  line  of  the  said  elevated  struc- 
ture shall  coincide  as  nearly  as  may  be  with  the  center 
line  of  the  street.  Where,  however,  the  width  of  the  street 
is  not  sufficient  to  provide  for  a  roadway  upon  each  side 
-of  the  columns  or  wherever  by  reason  of  special  or  local 
conditions,  it  may  not  in  the  judgment  of  the  Commission 
be  desirable  to  locate  the  columns  as  herein  first  provided, 
the  columns  may  be  located  either  in  the  roadway  or  within 
the  curb  lines,  as  may  be  expressly  approved  by  the  Com- 
mission. 


•13 


with  the  other  proyisions  hereof  may  be  permitted  by  the 
Commission. 

The  Railroads,  with  necessary  sidings,  turnouts  and 
switches,  excepting  the  portion  of  the  Eighth  Avenue 
and  162nd  Street  Connection  west  of  Jerome  Avenue  shall 
follow  the  general  design  of  the  elevated  railroads  known 
as  the  Van  Cortlandt  Park  Extension  heretofore  con- 
structed under  the  contract  dated  February  21,  1900.  for 
the  construction,  equipment  and  operation  of  the  Manhat- 
tan-Bronx Rapid  Transit  Railroad,  except  that  the  Inter- 
borough  Company  shall  construct  the  following  portions  of 
the  Webster  Avenue  Line  and  the  Eighth  Avenue  and 
162nd  Street  Connection  upon  approved  plans  involving  a 
more  elaborate  and  ornamental  structure  with  solid  floor  or 
such  other  construction  as  will  in  the  opinion  of  the  Com- 
mission most  effectually  prevent  noise  and  tremor,  to  wit: 

(a)  The  portion  of  the  Eighth  Avenue  and  162nd 
Street  Connection,  including  the  portal  from  the  point 
where  it  emerges  from  the  ground  near  162nd  Street, 
over  private  property  and  162nd  Street  to  a  point 
about  midway  between  Cromwell  Avenue  and  River 
Avenue. 

(b)  The  station  on  the  Webster  Avenue  Line,  near 
the  intersection  of  Gun  Hill  Road  and  White  Plains 
Road  together  with  about  200  feet  of  the  approaches 
thereto. 

(c)  The  portion  of  the  Webster  Avenue  Line  cross- 
ing Mosholu  Parkway,  together  with  about  200  feet 
of  the  approaches  thereto. 

(d)  The  portion  of  the  Webster  Avenue  Line  over 
Fordham  Square,  together  with  about  200  feet  of  the 
approaches  thereto. 

And  except  further  that  the  Queensboro  Bridge  Line 
shall  be  so  constructed  as  to  harmonize  in  all  respects  with 
the  Queensboro  Bridge  structure  and  approaches. 

12 


In  the  subway  portion  of  the  Eighth  Avenue  and  162nd 
Street  Connection  the  construction  shall  be  of  iron  or  steel 
or  masonry  or  a  combination  of  iron  and  steel  or  masonry. 
The  tunnel  shall  have  a  clear  height  above  the  base  of  rail 
«of  not  less  than  13  feet  2  inches.  The  width  ©f  tunnel  shall 
.not  exceed  15  feet  for  each  track,  in  addition  to  the  thick- 
ness of  supporting  walls,  except  that  at  stations,  curves  and 
crossovers  the  width  may  be  increased;  and  the  width  of 
-the  open  cut  and  embankment  portion  shall  not  exceed  15 
.feet  for  each  track,  in  addition  to  the  thickness  of  the 
necessary  retaining  walls,  except  that  at  stations,  curves 
,and  crossovers  the  width  may  be  increased. 

The  sidings  constructed  shall  be  such  as  the  Commission 
shall  approve  as  necessary  for  the  convenient  operation  of 
the  Railroads  and  shall  not  exceed  in  length,  for  any  line  of 
the  Eailroads,  one  quarter  of  a  mile  of  single  track  for  each 
mile  of  railway  structure  of  such  line. 

No  crossing  is  to  be  made  at  grade  between  tracks  of  di- 
verging lines  without  the  approval  of  the  Commission. 

The  columns  supporting  the  superstructure  of  the  ele- 
vated portions  of  the  Railroads  except  as  hereinafter  other- 
wise provided,  may  be  placed  within  the  roadway,  but  not 
less  than  thirteen  (13)  feet  from  the  curb  lines  upon  either 
•side;  the  interior  transverse  distance  between  the 
•columns  shall  not  be  less  than  twenty-three  (23) 
feet.  The  distance  from  the  face  of  elevated  column 
to  the  center  of  adjacent  street  railway  track  shall  be  not 
less  than  seven  (7)  feet  unless  permitted  by  the 
'Commission.  The  center  line  of  the  said  elevated  struc- 
ture shall  coincide  as  nearly  as  may  be  with  the  center 
line  of  the  street.  Where,  however,  the  width  of  the  street 
is  not  sufficient  to  provide  for  a  roadway  upon  each  side 
-of  the  columns  or  wherever  by  reason  of  special  or  local 
conditions,  it  may  not  in  the  judgment  of  the  Commission 
be  desirable  to  locate  the  columns  as  herein  first  provided, 
the  columns  may  be  located  either  in  the  roadway  or  within 
the  curb  lines,  as  may  be  expressly  approved  by  the  Com- 
mission, 


•13 


The  tracks  of  the  elevated  portions  of  the  Railroads  iiiav 
rest  upon  longitudinal  and  transverse  girders  supported  by 
the  said  columns,  but  no  portion  of  the  said  girders,  except 
with  the  approval  of  the  Commission,  shall  approach  within 
14  feet  of  the  surf  ace  of  the  roadway. 

The  structural  details  employed  in  constructing  the  ele- 
vated portions  of  the  Railroads  shall  be  substantially  sim- 
ilar to  the  structural  details  employed  in  the  construction  of 
the  said  Van  Cortlandt  Park  Extension,  except  as  aforesaid.. 

The  structural  details  employed  in  constructing  the  sub- 
way portion  of  the  Railroads  shall  be  substantially  similar 
to  the  structural  details  employed  in  the  construction  of  the 
subway  portions  of  the  Manhattan-Bronx  Rapid  Transit 
Railroad  constructed  under  the  said  contract  of  February 
21,  1900. 

All  plans  and  drawings  for  the  construction  of  the  Rail- 
roads other  than  mere  shop  drawings  shall  be  submitted  to» 
and  approved  by  the  Commission  in  advance  of  construc- 
tion, and  the  method  of  carrying  on  the  work  shall  be  sub- 
ject to  the  approval  of  the  Commission.  Shop  drawings 
shall  so  far  as  practicable  be  filed  with  the  Commission.  The 
right  reserved  to  the  Commission  to  approve  the  plans  and 
drawings  in  advance  of  construction  shall  include  the  right 
to  approve  or  disapprove  the  precise  location  of  all  tracks, 
columns,  platforms,  stations,  stairways,  escalators  or  other 
means  of  access  to  the  Railroads  and  all  other  structures 
appurtenant  thereto  encroaching  upon  the  surface  of  the 
streets. 

The  Interborough  Company  shall  be  authorized  to  open 
and  occupy  so  much  of  the  surface  of  the  street  or  streets 
affected  by  this  grant  and  to  erect  thereon  such  temporary 
supports  as  may  be  necessary  for  the  purpose  of  building- 
the  said  railroad  structures;  but  the  Commission  may, 
whenever  it  deems  it  advisable,  prescribe  the  manner  in 
which  the  said  work  shall  be  performed.  All  necessary 
permits  for  opening  of  streets,  and  other  necessary  de- 
partmental permits,  shall  be  obtained  from  the  President 
of  the  Borough,  or  other  officer  as  provided  by  law. 

14 


The  City,  the  Commission  and  all  duly  authorized  repre- 
sentatives of  the  City  and  the  Commission,  shall  have  the 
right  at  all  reasonable  times  to  inspect  the  Railroads  here- 
in authorized,  and  any  part  thereof,  as  well  during  construc- 
tion as  afterwards,  and  to  enter  thereon  when  necessary, 
for  the  examination,  supervision  or  care  of  any  property  of 
the  City,  or  of  abutting  property  owners,  or  for  any  proper 
purpose.  Such  inspection  shall  include  the  inspection  and 
approval  of  all  materials,  and  the  erection  thereof,  used  in 
the  construction  of  the  Railroads.  Nothing  in  this  certifi- 
cate shall  be  deemed  to  diminish  or  affect  the  sanitary  or 
police  jurisdiction  which  the  public  authorities  shall  law- 
fully have  over  property  in  the  City. 

V 

The  Interborough  Company  shall  procure  all  necessary 
casements  and  rights,  titles  and  interests  in  real  estate  for 
the  construction  of  the  Railroads. 

The  Interborough  Company  shall  make  good  to  the 
City  all  physical  but  not  consequential  damage  which  shall 
foe  done  to  the  property  of  the  City  by  the  construction  or 
operation  of  the  Railroads,  &nd  shall  make  good  to  every 
owner  of  property  abutting  upon  the  Railroads,  or  which 
-shall  be  injured  by  the  work  of  constructing  or  operating 
the  same,  all  physical  damage  which  shall  be  done  to  such 
.abutting  or  injured  property,  through  any  act  or  omission 
of  the  Interborough  Company,  its  successors,  assigns,  or 
lessees,  or  any  contractor,  sub-contractor  or  other  person 
employed  upon  the  construction  or  operation  of  the  Rail- 
roads, or  any  part  thereof. 

The  Interborough  Company  shall  in  the  course  of  con- 
struction at  its  own  expense  maintain  the  care  of  all  street 
surfaces  and  surface  and  sub-surface  structures  which  may 
be  interfered  with,  and  any -necessary  interference  there- 
with shall  be  subject  to  reasonable  regulation  by  the  de- 
partment of  the  government  of  the  City  in  control  or  charge 
thereof. 

15 


VT 

The  Interborough  Company  shall  be  entitled  to  cnarge*1 
for  a  single  fare  for  each  passenger  for  one  continuous  trip* 
in  the  same  general  direction  over  the  Railroads  (including 
the  parts  of  the  municipal  railroad  over  which  the  Inter- 
borough  Company  is  provided  with  trackage  rights  as  inj 
this  certificate  provided)  ancf  the1  additional  tracks  (which 
shall  mean  the  additional  tracks  authorized;  by  the  Com- 
mission by  certificate  to  the  Manhattan  Railway  Company 
bearing  even  date  herewitn)  and  the  Manhattan  Rail- 
road the  sum  of  five  (5)  cents  but  not  more.  A  trip  from 
any  point  on  the  Queensboro  Bridge  Line  (including  the 
part  of  the  municipal  railroad  over  which  trackage  rights 
are  provided)  to  any  point  on  the  Manhattan  Railroad  or 
on  the  Railroads,  or  a  trip  from  any  point  on  the  Manhat- 
tan Railroad  or  on  the  Railroads  to  any  point  on  the- 
Queensboro  Bridge  Line  (including  the  part  of  the  mu- 
nicipal railroad  over  which  trackage  rights  are  provided) 
shall  be  deemed  a  continuous  trip  in  the  same  general  di- 
rection. 

VII 

The  Railroads  shall  be  carefully  and  skilfully  operated,, 
according  to  the  highest  standards  of  railroad  operation,, 
and  with  the  highest  regard  to  the  safety  of  the  passengers 
and  employees  and  of  all  other  persons.  The  Interborough 
Company  shall  during  the  term  of  the  grants  keep  the 
plant  and  property  (as  the  words  "plant  and  property 'f 
are  nereinafter  defined)  of  the  Railroads  and  each  and* 
every  part  thereof  in  thorough  repair,  and  shall  restore 
and  replace  every  necessary  part  thereof  which  may  wear 
out  or  cease  to  be  useful,  so  that  at  all  times  and  at  the 
termination  of  the  grants  such  plant  and  property  of  the 
Railroads  shall  be  in  thoroughly  good  and  solid  condition. 

The  power  to  be  used  shall  be  electricity  or  compressed! 

16 


air  so  used  as  to  involve  no  combustion  or  impurity  of  air 
in  cars  or  any  other  power  of  like  description  approved  by 
the  Commission. 

The  Interborough  Company  may  transport  over  the 
Eailroads  passengers  and  property,  provided,  however,  that 
the  use  of  the  Eailroads  for  the  transportation  of  property 
shall  not  to  any  extent  or  in  any  way  interfere  with  the  use 
of  the  Railroads  to  their  fullest  capacity  for  the  carriage  of 
passengers  who  shall  desire  to  be  carried  upon  them. 

If  the  Queensboro  Bridge  will  not  permit  of  the  oper- 
ation to  their  full  capacity  of  the  Queensboro  Bridge  Line 
and  other  railroads  that  may  be  authorized  to  operate 
across  it,  the  Interborough  Company  shall  operate  its 
trains  over  the  bridge  at  such  headway  as  the  Commission 
shall  direct. 

No  part  of  the  Eailroads,  or  stations  or  other  appur- 
tenancec  thereof  «hall  be  used  for  advertising  purposes,  ex- 
cept that  the  Interborough  Company  may  use  the  structure 
for  posting  necessary  information  for  the  public  relative  to 
the  running  of  trains  and  to  the  operation  of  the  Eail- 
roads; nor  shall  any  trade,  traffic  or  occupation,  other 
than  required  for  the  operation  of  the  Eailroads,  be  per- 
mitted thereon  or  in  the  stations  thereof,  except  such  sale 
of  newspapers  and  periodicals  as  may,  from  time  to  time, 
always  with  the  right  of  revocation,  be  permitted  by  the 
Commission.  In  case  the  present  provisions  of  the  Eapid 
Transit  Act  in  respect  of  advertising  or  the  carrying  on 
of  any  trade,  traffic  or  occupation  are  amended,  the  Cyom- 
mission,  under  rules  and  regulations  to  be  prescribed  by 
it,  may  permit  the  Interborough  Company  to  carry  on 
such  advertising  or  such  trade,  traffic  or  occupation  in 
accordance  with  the  Eapid  Transit  Act  as  it  may  be 
amended  from  time  to  time. 

VIII 

The  City  reserves  the  right  to  use  or  to  permit  lessees 

17 


or  operators  of  any  rapid  transit  railroad  or  railroads  now 
or  hereafter  constructed  operating  between  a  point  or 
points  in  the  Borough  of  Queens  and  a  point  or  points  in  the 
Borough  of  Manhattan  to  use  the  plant  and  structure  (as 
the  words  "plant  and  structure"  are  hereinafter  denned) 
of  any  portion  of  the  Queensboro  Bridge  and  approaches 
upon  such  reasonable  terms  and  conditions  as  may  be 
agreed  upon  between  the  Interborough  Company  and  the 
City  or  such  lessee  or  operator.  In  the  event  they  fail  to 
agree  upon  reasonable  terms  and  conditions  the  same  shall 
be  settled  by  arbitration  or  by  the  Court  in  the  manner 
prescribed  in  Article  XVI;  provided,  however,  that  the 
•annual  compensation  to  be  paid  by  the  City,  or  the  lessee 
or  the  operator  of  such  railroad  shall  not  be  less  than  such 
portion  of  the  amount  necessary  to  pay  interest,  sinking 
fund,  and  other  like  funds,  upon  the  actual  cost  of  the  plant 
and  structure,  as  hereinafter  defined  of  said  line,  or  the 
actual  cost  of  that  portion  of  such  plant  and  structure  so 
used  by  the  City  or  by  such  lessee  or  operator,  and  to  main- 
tain and  operate  the  same,  including  a  reasonable  allow- 
ance for  depreciation,  but  excluding  train  operating  costs, 
as  the  use  of  the  said  roads  by  the  City  or  the  participating 
company  shall  bear  to  the  total  use  thereof;  and,  further 
provided,  that  no  trackage  rights  shall  be  conferred 
hereunder  that  will  prevent  at  least  one-half  the  use 
of  the  line  by  the  Interborough  Company  if  at  any  time 
needed  by  the  Interborough  Company ;  and  provided 
further,  that  the  admission  of  such  railroad  to  track- 
age rights  upon  the  said  lines  shall  not  of  itself  involve 
upon  the  part  of  the  Interborough  Company  any  obligation 
to  extend  free  transfers  to  the  passengers  of  the  said  par- 
ticipating roads. 

IX 

The  City  also  agrees  to  provide  the  Interborough  Com- 
pany with  trackage  rights  over  parts  of  the  municipal  rail- 

18 


roads  to  be  constructed  and  to  be  equipped,  maintained  and 
operated  under  a  contract  bearing  even  date  herewith  be- 
tween the  City  and  Interborough  Rapid  Transit  Company 
and  over  any  extensions  of  such  parts,  and  the  Interbor- 
ough Company  as  grantee  under  this  certificate  agrees  to 
operate  over  such  parts  in  conjunction  with  the  Eailroads 
to  the  end  that  through  service  may  be  provided  over  such 
parts  over  the  Railroads  and  over  the  Manhattan  Railroad. 
The  first  of  such  parts  of  the  said  municipal  railroads  is 
described  as  follows : 

Beginning  at  a  point  on  the  Queensboro  Bridge 
Plaza  at  the  easterly  building  line  of  Ely  Avenue 
where  a  connection  can  conveniently  be  made  with  the 
Queensboro  Bridge  Line,  thence  continuing  easterly 
over  the  Queensboro  Bridge  Plaza  to  a  point  at  or 
about  the  Queensboro  Bridge  Plaza  and  Jackson  Ave- 
nue where  the  line  divides,  one  line  curving  south- 
easterly over  the  Queensboro  Bridge  Plaza  and  cross- 
ing over  Jackson  Avenue  to  Queens  Boulevard,  thence 
continuing  southeasterly  and  easterly  over  and  along 
Queens  Boulevard  to  a  point  at  or  near  Gosman 
Avenue,  thence  curving  northeasterly  over  Queens 
Boulevard  to  Greenpoint  Avenue,  thence  continuing 
northeasterly  over  and  along  Greenpoint  Avenue  to 
Skillman  Avenue  and  thence  continuing  over  and  along 
Skillman  Avenue  in  a  general  easterly  direction  over 
Skillman  Avenue  and  Woodside  Avenue  to  Roosevelt 
Avenue  as  the  same  is  laid  down  on  the  map  or 
plan  of  The  City  of  New  York,  and  thence  con- 
tinuing easterly  over  and  along  Roosevelt  Ave- 
nue as  laid  down  upon  said  map  or  plan  to  Syca- 
more Avenue;  and  the  other  of  said  lines  curving 
northeasterly  over  the  Queensboro  Bridge  Plaza  to  a 
point  in  Jackson  Avenue  at  or  near  Skillman  Place, 
thence  continuing  northeasterly  over  and  along  Jack- 
son Avenue  to  Second  (formerly  Debevoise)  Avenue 
and  thence  continuing  northerly  over  and  along  Sec- 
ond Avenue  to  Ditmars  Avenue. 


19 


The  second  of  such  parts  of  the  said  municipal  railroads 
is  described  as  follows: 

Beginning  at  a  point  in  the  Borough  of  The  Bronx 
in  River  Avenue  near  162nd  Street  where  a  connection 
can  conveniently  be  made  with  the  Eighth  Avenue  and 
162nd  Street  Connection  and  extending  thence  north- 
erly over  and  along  River  Avenue  to  Jerome  Avenue 
and  thence  continuing  northerly  over  and  along  Jerome 
Avenue  and  reservoir  property  to  a  point  in  Jerome 
Avenue  at  or  near  Woodlawn  Road. 

The  third  of  such  parts  of  the  said  municipal  railroads 
is  described  as  follows : 

Beginning  at  a  point  in  the  Borough  of  the  Bronx  in 
White  Plains  Road  near  Gun  Hill  Road  where  a  con- 
nection can  conveniently  be  made  with  the  Webster 
Avenue  Line  and  thence  continuing  northerly  over  and 
along  White  Plains  Road  to  its  intersection  with  East 
Two  Hundred  and  Forty-first  Street  or  Becker  Ave- 
nue. 

The  terms  and  conditions  for  the  use  of  such  parts  shall 
be  reasonable  and  may  be  agreed  upon  between  the  Com- 
mission, the  Interborough  Company  and  the  Interborough 
Rapid  Transit  Company  as  Lessee  under  the  said  contract. 
In  the  event  of  a  failure  to  agree  upon  reasonable  terms 
and  conditions,  the  same  shall  be  settled  by  arbitration  or 
by  the  court.  The  precise  terms  and  conditions  for  such 
trackage  rights  as  so  agreed  upon  or  so  settled  shall  be 
embodied  in  a  written  agreement,  supplementary  to  the 
said  contract,  between  the  City,  acting  by  the  Commission, 
the  Interborough  Company,  as  grantee  under  this  certifi- 
cate, and  the  Interborough  Rapid  Transit  Company  as 
Lessee  under  the  said  contract. 

X 

Inasmuch  as  the  City's  compensation  for  the  authoriza- 

20 


tions  or  licenses  hereby  given  and  its  exercise  of  its  right 
to  take  over  the  plant  and  property  of  the  Railroads  as 
hereinafter  provided  will  be  affected  by  the  amounts  of  the 
Interborough  Company's  expenditures  on  account  of  con- 
structing, equipping  and  maintaining  the  Eailroads,  the  In- 
terborough Company  shall  strictly  comply  with  the  pro- 
visions hereof  for  assuring  to  the  Commission  supervision 
by  it  of  all  operations  of  the  Interborough  Company  in  and 
about  such  enterprise.  The  Interborough  Company  shall, 
therefore,  in  addition  to  providing  facilities  for  inspection 
as  hereinbefore  provided,  provide  the  Commission  with 
facilities  for  full  and  complete  supervision  of  all  operations 
of  the  Interborough  Company  in  or  about  the  enterprise  of 
constructing,  equipping,  maintaining  and  operating  the 
Eailroads.  The  Interborough  Company  and  any  construc- 
tion or  supply  company  controlled  by  the  Interborough 
Company  or  by  any  company  directly  or  indirectly  con- 
trolling the  Interborough  Company  or  affiliated  with  the 
Interborough  Company,  shall  keep  suitable  and  proper 
books,  accounts,  records  and  memoranda  of  all  opera- 
tions with  contractors,  bankers  or  persons  furnishing 
labor,  material,  money  or  supplies  and  of  all  contracts 
directly  or  indirectly  affecting  the  cost  of  the  construction 
and  equipment  of  the  Railroads,  showing  in  detail  the  cost 
of  constructing  and  equipping  the  Railroads  to  the  Inter- 
borough Company  or  any  such  construction  company,  in- 
cluding any  additions  thereto  from  time  to  time,  and  shall 
afford  access  to  and  permit  the  examination,  use  and  pro- 
duction of  any  such  books,  records,  memoranda  or  contracts, 
to  the  extent  that  the  same  have  to  do  therewith. 

The  Interborough  Company  shall  (except  in  such  cases 
where  permission  to  do  otherwise  is  expressly  granted 
from  time  to  time  by  the  Commission,  by  a  resolution  en- 
tered in  its  minutes)  before  entering  into  any  contract, 
agreement,  mortgage  or  undertaking  having  to  do  with  the 
construction  or  equipment  of  the  Railroads  submit  the 
same  to  the  Commission  for  its  approval  and  the  Commis- 

21 


slon  may  as  a  condition  of  its  approval  require  tlie  inser- 
tion of  such  terms  and  conditions  therein  as  it  may  deem 
necessary.  The  Commission  may  further  require  the  In- 
terborough  Company  before  entering  into  any  agreement 
having  to  do  with  the  construction  or  equipment  of  the 
Railroads  to  ask  for  proposals  upon  forms  of  contracts 
satisfactory  to  the  Commission,  in  a  specific  manner  and 
for  a  specified  time. 

Any  contract,  agreement  or  undertaking  having;  to  do 
with  the  maintenance  and  operation  of  the  Railroads  ex- 
tending beyond  a  period  of  one  year  or  involving  an  expen- 
diture in  excess  of  fifty  thousand  dollars  ($50,000)  (and 
any  other  contract,  agreement  or  undertaking  having  to  do- 
with  maintenance  or  operation  of  the  Railroads,  which  the 
Interborough  Company  shall  desire  to  make  subject  to  the 
approval  of  the  Commission)  shall  be  entered  into  by  the 
Lessee  subject  to  the  approval  of  the  Commission.  Any 
payments  made  under  any  such  contract  so  approved  by 
the  Commission  shall  not  be  subject  to  objection  under  other 
provisions  of  this  Article  unless  the  payments  therefor 
shall  not  be  in  accordance  with  the  terms  of  such  contract. 
The  provision  of  this  paragraph  shall  also  apply  to  all 
contracts,  agreements  or  undertakings  of  the  character 
specified  above  entered  into  after  the  date  hereof  which  are 
to  continue  in  force  after  the  beginning  of  operation  of  the 
Railroads. 

No  contract,  agreement  or  undertaking  affecting  the 
maintenance  or  operation  of  the  Railroads  (except  mort- 
gages, assignments,  leases,  trackage  agreements,  power 
and  advertising  contracts,  agreements  amending  or  supple- 
menting this  certificate  and  contracts,  agreements  or  under- 
takings amending,  supplementing  or  extending  any  such 
instruments)  shall  extend  over  a  period  in  excess  of  five 
(5)  years. 

The  Commission  may,  whenever  it  deems  advisable, 
establish  a  system  of  accounts  to  be  used  by  the  Interbor- 
ough Company  in  connection  with  the  construction,  equip- 

22 


,  maintenance  and  operation  of  the  Railroads  and  may 
prescribe  the  manner  in  which  such  accounts  shall  be  kept. 
.It  may  also  in  its  discretion  prescribe  forms  of  accounts, 
records  and  memoranda  to  be  kept  by  the  Interborough 
Company  in  connection  with  such  enterprise,  including  the 
.accounts,  records  and  memoranda  of  the  movements  of 
traffic  as  well  as  the  receipts  and  expenditures  of  moneys. 
Reasonable  notice  of  alterations  by  the  Commission  in  the 
required  method  or  form  of  keeping  a  system  of  accounts 
.shall  be  given  to  the  Interborough  Company  by  the  Com- 
mission. The  Commission  shall  at  all  times  have  access  to 
all  such  accounts,  records  and  memoranda  kept  by  the  In- 
terborough Company  and  may  designate  any  of  its  officers 
or  employees  who  shall  thereupon  have  authority  under  the 
•order  of  the  Commission  to  inspect  and  examine  any  and 
all  accounts,  records  and  memoranda  kept  by  the  Inter- 
borough Company.  The  Commission  may,  after  hearing, 
prescribe  by  order  the  accounts  in  which  particular  outlays 
.and  receipts  shall  be  entered,  charged  or  credited. 

The  Commission  may  from  time  to  time  adopt  regula- 
tions, which  the  Interborough  Company  shall  strictly  com- 
ply with,  as  to  the  form  of  all  vouchers  and  payrolls  having 
to  do  with  the  construction  or  equipment  of  the  Railroads, 
to  the  end  that  the  cost  data  relating  to  various  divisions 
of  the  construction  and  equipment  of  the  Railroads  can,  at 
all  times,  be  promptly  and  accurately  determined  and  the 
property  identified. 

No  payment,  credit,  compensation  or  concession  of 
whatsoever  character  having  in  any  way  to  do  with  the 
construction  or  equipment  of  the  Railroads  shall  be  in- 
cluded in  the  actual  cost  unless  the  Interborough  Company 
upon  making  such  payment,  credit,  compensation  or  con- 
cession forthwith  file  with  the  Commission  a  duplicate 
voucher,  credit  slip  or  other  original  evidence  thereof. 
The  Commission  may  from  time  to  time  (by  resolution 
evidenced  by  entries  in  its  minutes)  relieve  the  Interbor- 
ough  Company  from  the  obligation  to  file  such  vouchers, 

23 


credit  slips  or  other  original  evidences  to  such  extent  as  it 
may  deem  advisable. 

The  Commission  may  object  to  any  expenditure  as  un- 
reasonable or  improper,  made  or  to  be  made  by  the  Inter- 
borough  Company  in  connection  with  maintaining  and 
operating  the  Railroads,  by  notice  thereof  to  the  Inter- 
borough  Company.  If  the  objection  by  the  Commission  re- 
fers to  an  expenditure  already  made,  the  Interborough 
Company  forthwith  upon  receipt  of  notice  shall  remove 
the  amount  from  the  account  or  accounts  to  which  it  had 
been  charged  and  hold  the  same  in  a  suspense  account  until 
the  item  in  dispute  is  adjudicated.  If  the  objection  refers: 
to  an  expenditure  to  be  made,  the  Interborough  Company,, 
if  it  make  such  expenditure,  shall  charge  to  and  hold  the 
same  in  a  suspense  account  until  the  item  in  dis- 
pute is  adjudicated.  In  case  the  Commission  and 
the  Interborough  Company  are  unable  witliin  five 
(5)  days  after  the  delivery  of  such  notice  to  agree 
upon  the  reasonableness  and  propriety  of  such  ex- 
penditure, the  same  shall  be  determined  by  arbitration  or 
by  the  court.  Such  arbitration  shall  be  conducted  in  accord- 
ance with  the  provisions  of  Article  XVI  except  that  tlic 
periods  for  the  appointment  of  arbitrators  as  therein 
prescribed  shall  for  the  purposes  of  all  arbitrations  under 
this  paragraph  be  reduced  to  five  (5)  days,  Saturdays, 
Sundays  and  Holidays  excepted.  Such  notice  of  objection 
shall  be  given  by  the  Commission  within  thirty  (30)  days 
after  the  Commission  has  become  cognizant  of  such  expen- 
diture unless  satisfactory  reasons  are  given  for  any  delay. 
Any  such  delay  shall  not  excuse  the  Interborough  Company 
from  complying  with  the  provisions  hereof  in  respect  of  the 
money  to  be  held  in  suspense,  but  such  delay  may  be  set 
up  by  the  Interborough  Company  as  a  defense  to  the  objec- 
tion, and  the  adequacy  of  the  reasons  given  for  such  delay 
shall  be  determined  by  arbitration  or  by  iho  court,  If  if 
lie  agreed  by  the  Commission  and  the  IiitorhoroiiLvh  (Ymi- 

24 


pany  or  determined  by  arbitration  or  by  the  court  that  the 
expenditure  objected  to  is  reasonable  and  proper,  the 
amount  thereof  shall  be  charged  to  operating  expenses, 
and  the  interest,  if  any,  shall  be  charged  against  the  inter- 
est revenue.  If,  on  the  other  hand,  it  be  agreed  or  so 
determined  that  such  expenditure  is  unreasonable  or  im- 
proper, the  amount  thereof  with  interest  shall  be  borne  by 
the  Interborough  Company.  Similarly,  if  any  expenditure 
shall  be  so  agreed  or  so  determined  to  be  unreasonable  or 
improper  in  part,  the  charges  for  such  parts  shall  be 
adjusted  in  the  same  manner  as  charges  for  whole  amounts 
as  hereinbefore  provided. 

The  Commission  contemplates,  and  the  Interborough 
Company  hereby  approves,  the  most  thorough  and  minute 
inspection  by  the  Commission  and  its  Chief  Engineer,  and 
by  their  representatives  or  subordinates,  of  all  work 
and  materials  (and  of  the  manufacture  or  prepara- 
tion of  such  materials)  entering  into  the  construc- 
tion or  equipment  of  the  Railroads.  The  Inter- 
borough Company  shall,  therefore,  at  all  times  give 
to  the  Commission  and  its  members,  to  the  Chief  Engineer 
and  his  assistants  and  subordinates,  and  to  any  person 
designated  by  the  Commission  or  its  Chairman,  all  facil- 
ities, whether  necessary  or  convenient,  for  inspecting  the 
materials  to  be  furnished  and  the  work  to  be  done  in  and 
about  the  same.  The  members  of  the  Commission,  the  Chief 
Engineer  and  any  assistant  or  other  person  bearing  his 
authorization  or  the  authorization  of  the  Commission  or 
its  Chairman,  shall  be  admitted  at  any  time  summarily  and 
without  delay  to  any  part  of  the  work  or  to  the  inspection 
of  materials  at  any  place  or  stage  of  their  manufacture, 
preparation,  shipment  or  delivery. 

It  is  the  intention  of  the  Commission  and  the  Interbor- 
ough Company,  and  the  foregoing  Article  shall  be  con- 
strued in  accordance  with  such  intention,  that  the  City 
shall  be  afforded  all  proper  and  necessary  means  for  safe- 
guarding its  right  to  one-half  (1/2)  of  the  excess  of  net 

25 


profits  and  for  safeguarding  its  exercise  of  the  right  to 
terminate  the  authorizations  or  licenses  hereby  given.  At 
the-  same  time  it  is  neither  intended  nor  desired  that  the 
fair  and  ordinary  discretion  of  the  Interborough  Company 
in  the  management  of  the  Railroads  shall  be  interferred 
with. 

XI 

The  actual  cost  of  the  plant  and  property  of  the  Rail- 
roads shall  be  determined  as  follows: 

The  words  "PLANT  AND  PROPERTY"  as  used  herein  mean 
as  to  any  of  the  Railroads,  the  equipment  and  the  plant  and 
structure  thereof. 

The  word  "EQUIPMENT"  means  as  to  any  of  the  Rail- 
roads, all  cars,  rolling  stock,  motors,  power  sub-stations 
and  the  real  estate  upon  which  they  are  built  and  all  wires, 
cables  and  conduits  suitable  to  and  necessarily  provided  and 
used  for  the  purposes  of  the  Railroads  not  affixed  to  the 
railroad  structure  in  streets  or  on  rights  of  way,  provided, 
however,  that  the  cars,  rolling  stock  and  motors  shall  be 
such  only  as  are  specially  purchased  or  constructed  for  use 
upon  the  Railroads,  which  shall  at  the  time  of  purchase  or 
construction  be  identified  by  suitable  marking  as  "exten- 
sion equipment." 

The  words  "PLANT  AND  STRUCTURE"  mean  as  to  any  of 
the  Railroads,  the  foundations,  structures,  tracks,  stations, 
terminal  rooms,  stairways  and  means  of  access  thereto, 
consents,  easements  and  rights  of  way  and  interests  in  real 
estate  connected  with  the  railroad  as  distinguished  from 
the  equipment  as  hereinbefore  defined,  terminal  and  stor- 
age yards  and  shops,  signal  towers,  signal  devices,  contact 
rails,  telephone  and  telegraph  wires,  wires,  cables  and  all 
other  fixtures  suitable  to  and  necessarily  used  for  the  pur- 

26 


poses  of  the  Railroads  affixed  to  the  railroad  structure  in 
streets  or  on  rights  of  way. 

The  word  "ADDITION"  as  used  in  this  article  with  ref- 
erence to  equipment  or  plant  and  structure  means  a  better- 
ment, improvement  or  addition,  during  the  term  of  this 
grant,  ordered  or  approved  by  the  Commission  in  advance 
of  its  construction  or  provision,  to  or  of  either  the  equip- 
ment or  plant  and  structure  as  originally  completed  and  put 
in  operation,  excluding  anything  furnished  in  the  nature  of 
repairs,  maintenance  or  replacement. 

The  words  "DEBT  DISCOUNT  AND  EXPENSE"  to  mean  the 
actual  and  necessary  expense  to  the  Interborough  Company 
(including  discounts)  involved  in  the  issuance  or  disposal 
of  securities  issued  by  the  Interborough  Company  to  pro- 
vide means  for  constructing  and  equipping  the  Railroads 
or  for  additions,  deducting  therefrom  any  premiums  re- 
ceived by  or  on  behalf  of  the  Interborough  Company  upon 
or  in  connection  with  the  disposal  of  such  securities. 

The  words  "ACTUAL  COST"  mean  as  to  any  of  the  Rail- 
roads, in  respect  to  the  equipment  thereof : 

(1)  The  actual  and  necessary  net  cost  in  money  to  the 
Interborough  Company  for  acquisition,  or  for  all  labor 
and  materials  entering  into  the  construction,  of  the  equip- 
ment and  additions  thereto  from  time  to  time,  other  than 
repairs,  maintenance  or  replacements. 

(2)  The  actual  and  necessary  net  cost  in  money  to  the 
Interborough   Company   of  any   real   estate   or   interests 
therein  including  consents  or  easements    (other  than  re- 
placements) necessarily  acquired  for  the  construction  or 
operation  of  equipment  or  such  additions  thereto,  together 
with  the  actual  and  necessary  expenses  in  connection  with 
such  acquisition. 

27 


(3)  The  debt  discount  and  expense  in  connection  with 
the  equipment  and  additions  thereto  from  time  to  time, 
provided,  however,  that  the  debt  discount  and  expense, 
except  in  the  case  of  additions,  shall  not  exceed  an  amount 
equal  to  three  per  centum    (3%)    of  the   actual  cost  of 
equipment  including  in  such  actual  cost  any  expenditures 
under  this  paragraph. 

(4)  Taxes,  assessments  and  interest  actually  and  neces- 
sarily paid  or  accrued  upon  the  items  of  this  definition 
pending  the  beginning  of  operation,  including  in  the  word 
''taxes",  assessments  and  other  governmental  charges  (in- 
cluding  mortgage    recording    tax)    of    every    description 
against  the  Interborough  Company  in  and  about  the  con- 
struction or  acquisition  of  equipment  and  additions  thereto 
from  time  to  time.    During  operation  such  assessments  for 
benefits  as  are  not  properly  chargeable  against  revenue 
shall  be  charged  to  such  actual  cost. 

(5)  The  sums  actually  and  necessarily  paid  by  the  In- 
terborough Company  for  superintendence,  insurance,  dam- 
ages, engineering,  legal  expenses  and  administration;  in- 
cluding in  respect  of  equipment  (other  than  additions)  the 
expenses  above  referred  to  in  this  paragraph  actually  and 
necessarily  incurred  or  payable  by  the  Interborough  Com- 
pany prior  to  the  date  of  this  certificate  and  in  addition 
the  actual  and  necessary  expense  incurred  or  payable  by 
the  Interborough  Company  in  printing,  engraving  and  cer- 
tifying securities  for  equipment  (other  than  additions). 

Provided,  however,  that  the  actual  and  necessary  net 
cost  in  money  of  all  replacements,  substitutions  or  renewals 
not  due  to  wear  and  tear  from  operation  and  necessitated 
by  the  reconstruction  of  parts  of  the  the  existing  structures 
of  the  Manhattan  Railway  Company  for  the  purpose  of 
physically  connecting  the  same  with  the  Railroads  shall  be 
deemed  to  be  included  in  the  foregoing  definition  of  actual 
cost  of  equipment.. 

28 


The  words  u  ACTUAL  COSTT'  mean  as  to  any  of  the  Kail- 
roads,  in  respect  to  the  plant  and  structure  thereof: 

(1)  The  actual  and  necessary  net  cost  in  money  to  the 
Interborough  Company  of  all  labor  and  materials  entering 
into  the  construction  of  the  plant  and  structure  and  per- 
manent additions  thereto  from  time  to  time  other  than 
xepairs,  maintenance  ©r  replacements. 

(2)  The  actual  and  necessary  net  cost  in  money  to  the 
Interborough  Company  of  any  real  estate  or  interest  there- 
in, including  consents  or  easements   (other  than  replace- 
ments) necessarily  acquired  for  the  construction  or  opera- 
tion of  the  plant  and  structure,  or  such  permanent  addi- 
tions thereto,  together  with  the  actual  and  necessary  ex- 
penses in  connection  with  such  acquisition. 

(3)  The  debt  discount  and  expense  in  connection  with 
the  construction  of  the  plant  and  structure  and  additions 
thereto  from  time  to  time,  provided,  however,  that  the  debt 
•discount  and  expense,  except  in  the  case  of  additions,  shall 
not  exceed  an  amount  equal  to  three  per  centum  (3%)  of 
the  actual  cost  of  the  plant  and  structure  including  in  such 
actual  cost  any  expenditures  under  this  paragraph. 

(4)  Taxes,  assessments  and  interest  actually  and  neces- 
sarily paid  or  accrued  upon  the  items  of  this  definition  pend- 
ing the  beginning  of  operation  of  the  said  railroad  line  or 
portion  thereof,  including  in  the  word  " taxes",  assess- 
ments and  other  governmental  charges  (including  mortgage 
recording  tax)  of  every  description  against  the  Interbor- 
ough Company  in  and  about  the  construction  of  the  plant 
and  structure  and  additions  thereto    from    time    to    time. 
During  operation  such  assessments  for  benefits  as  are  not 
properly  chargeable  against  revenue  shall  be  charged  to 
such  actual  cost. 


29 


(5)  The  sums  actually  and  necessarily  paid  by  the  Inv 
terborough  Company  for  superintendence,  insurance,  dam-- 
ages, engineering,  legal  expenses  and  administration;  in- 
cluding in  respect  of  the  plant  and  structures  (other  than 
additions)  the  expenses  above  referred  to  in  this  para- 
graph actually  and  necessarily  incurred  or  payable  by  the- 
Interborough  Company  prior  to  the  date  of  this  certificate 
and  in  addition  the  actual  and  necessary  expense  incurred 
or  payable  by  the  Interborough  Company  in  printing,  en- 
graving and  certifying  securities  for  the  construction  of 
the  plant  and  structure  (exclusive  of  additions). 

Provided,  however,  that  the  actual  and  necessary  net 
cost  in  money  of  all  replacements,  substitutions  or  renew- 
als not  due  to  wear  and  tear  from  operation  and  neces- 
sitated by  the  reconstruction  of  parts  of  the  existing: 
structures  of  the  Manhattan  Eailway  Company  for  the 
purpose  of  physically  connecting  the  same  with  the  Bail- 
roads  shall  be  deemed  to  be  included  in  the  foregoing  defi- 
nition of  actual  cost  of  plant  and  structure. 

If  any  profit,  salvage,  rebate  or  benefit  (other  than  re- 
sulting from  operation)  from  any  source  derived  shall  ac- 
crue directly  or  indirectly  to  the  Interborough  Company  or 
on  its  behalf  in  any  manner  out  of  or  in  connection  with 
the  construction  or  acquisition  of  such  plant  and  structure 
or  additions  thereto,  or  equipment  or  additions  thereto,, 
then  the  amount  of  such  profit,  salvage,  rebate  or  benefit 
shall  be  deducted  from  the  cost  of  the  other  items  referred 
to. 

No  expenditure  made  by  the  Interborough  Company  in 
or  about  the  acquisition  or  construction  of  the  plant  and 
property  of  any  of  said  Railroads  shall  be  included  in  or 
made  a  part  of  the  actual  cost  of  plant  and  structure  or  of 
equipment  thereof  in  ascertainment  of  the  amount  to  be 
paid  by  the  City  upon  termination  of  any  authorization  or 
license  therefor  unless  as  soon  as  any  of  the  Railroads  or 
any  additions  thereto  or  any  equipment  thereof  or  addi- 
tions thereto  are  completed  or  put  in  operation  the  Inter- 

30 


Borough  Company  shall  .present  to  the  Commission  a  state- 
ment in  writing,  in  which  shall  be  included  said  expenditure, 
.showing  the  actual  cost  of  the  plant  and  structure  of  each 
»of  the  Railroads  or  of  such  equipment  or  additions  thereto 
from  time  to  time  of  the  same  and  in  the  case  of  additions 
.the  date  of  the  making  of  the  same. 

If  any  expenditures  are  incurred  by  the  Interborough 
'Company  in  connection  with  the  acquisition  or  construction 
«of  the  plant  and  property  of  any  of  the  Eailroads,  or  any 
additions  thereto,  subsequent  to  the  filing  of  any  such 
statement,  the  Interoorough  Company  shall  include  such 
^expenditures  in  a  supplemental  statement  or  statements 
to  be  presented  to  the  Commission  within  six  months  after 
'•the  making  of  such  additional  expenditures.  If  such  state- 
ment or  statements,  or  such  supplemental  statement  or 
statements,  are  approved  by  the  Commission,  both  parties 
shall  be  estopped  from  raising  any  question  with  respect 
to  any  such  expenditures,  or  the  date  of  making  the  same. 
If  such  statements  or  supplemental  statements  are  not 
agreed  upon  within  one  year  from  the  date  of  presentation, 
the  same  shall  forthwith  be  reviewed  by  arbitration  or  by 
the  Court,  as  provided  in  Article  XVL 

XII 

As  compensation,  the  Interborough  Company  shall  pay 
'to  the  Comptroller  for  the  period  beginning  on  the  day 
when  any  part  of  any  of  the  Railroads  is  put  into  operation 
and  ending  on  the  day  when  the  Interborough  Company 
shall  cease  to  operate  the  Railroads  in  conjunction  with  the 
Manhattan  Railroad,  (in  which  event  the  compensation 
shall  be  readjusted  as  hereinafter  provided  at  the  time  such 
joint  operation  is  discontinued)  a  sum  which  shall  be  de- 
termined as  follows: 

After  the  beginning  of  operation  of  any  part  of  any 
of  the  Railroads,  the  net  profits  upon  all  elevated  lines 
operated  by  the  Interborough  Company  (the  same  includ- 

31 


ing  the  Railroads,  the  existing  Manhattan  Railroad,  and 
the  railroads  or  additional  tracks  authorized  by  a  certifi- 
cate granted  to  the  Manhattan  Railway  Company  bearing 
even  date  herewith  which  taken  together  are  hereinafter 
in  this  article  referred  ta  as  Company  Lines)  in  excess  of 
the  average  annual  net  profits  of  the  existing  Manhattan 
Railroad  for  the  two  years,  one  ending  June  30,  1910,  and 
the  other  June  30,  1911,  shall  be  ascertained  and  one-half 
(1/2)  of  the  amount  remaining  of  the  said  excess  of  net 
profits  after  deducting  therefrom  the  rental  for  additionail 
tracks  (authorized  by  the  Commission  by  certificate  bear- 
ing even  date  herewith)  shall  be  deemed  to  be  the  com- 
pensation payable  to  the  City  by  the  Interborough  Com- 
pany (in  addition  to  said  rental)  under  this  certificate; 
provided,  however,  that  the  total  payment  to  the  City 
under  both  certificates  shall  not  be  less  than  the  amount 
of  the  aforesaid  rental. 

The  said  excess  of  net  profits  upon  the  Company  Lines 
shall  be  ascertained  as  follows: 

From  any  and  all  income,  increase  or  profits  from  what- 
ever source  derived,  either  directly  or  indirectly,  by  the 
Interborough  Company  or  on  its  behalf  in  any  manner  out 
of  or  in  connection  with  the  operation  of  the  Company 
Lines  (hereinafter  referred  to  as  the  " revenue")  the  In- 
terborough Company  shall  at  the  end  of  each  quarter  year 
ending  December  31,  March  31,  June  30  and  September  30, 
deduct: 

(1)  Taxes,  if  any,  upon  property  actually  and  neces- 
sarily used  by  the  Interborough  Company  in  the  operation; 
of  the  Company  Lines,  together  with  all  taxes  and  other 
governmental  charges  of  every  description  (whether  on 
physical  property,  stock,  securities,  corporate  or  other 
franchises  or  otherwise),  assessed  or  which  may  hereafter 
be  assessed  against  the  Interborough  Company  in  connec- 
tion with,  or  incident  to,  the  operation  of  the  Company 
Lines.  Also  such  assessments  for  benefits  as  are  not  prop- 

32 


erly  chargeable  to  the  actual  cost  of  plant  and  structure 
or  actual  cost  of  equipment. 

(-2)  Such  rental,  actually  and  necessarily  payable  by 
the  Interborough  Company  for  the  Manhattan  Railroad  or 
for  the  use  of  property  in  connection  with  the  Railroads, 
under  contracts  or  leases  approved  by  the  Commission,  as 
are  not  chargeable  to  operating  expenses  in  the  uni- 
form system  of  accounts  prescribed  by  the  Commission, 
including  rental  for  additional  tracks  under  the  said  cer- 
tificate bearing  even  date  herewith. 

(3)  All   expenses,   exclusive   of  maintenance,   actually 
and  necessarily  incurred  by  the  Interborough  Company  in 
the  operation  of  the  Company  Lines. 

(4)  An  amount  equal  to, twelve  per  centum  (12%)   of 
the  revenue  for  the  maintenance,  exclusive  of  depreciation 
of  the  Company  Lines.    Said  maintenance  shall  include  the 
repair  and  replacement  of  tracks  and  also  parts  of  contin- 
uous construction  and  parts  of  plant  and  structure  and 
equipment  units  but  shall  not  include  the  replacement  of 
the  principal  parts  of  the  plant  and  structure  and  equip- 
ment, as  such  principal  parts  are  from  time  to  time  speci- 
fied and  defined  by  the  Commission.    If ,  in  any  quarter  year 
such  maintenance  shall  cost  less  than  twelve  per  centum 
(12%)    of  the  revenue  the  unexpended  balance  shall  be 
transferred  to  the  depreciation  fund  provided  for  in  par- 
agraph  (5)   of  this  article;  and  if,  in  any  quarter  year, 
such  maintenance  shall  cost  more  than  such  twelve  per 
centum  (12%)  of  the  revenue  an  amount  equal  to  the  ex- 
cess may  be  withdrawn  from  or  charged  to  such  deprecia- 
tion fund  and  applied  to  such  maintenance. 

(5)  For  the  first  year  of  operation  an  amount  equal  to 
two  per  centum  (2%)  of  the  revenue  for  depreciation  of 
such  portions  of  the  Company  Lines  or  their  equipment 

33 


as  are  not  retired  or  replaced  through  the  expenditures 
for  maintenance  provided  for  in  paragraph  4  of  this 
article.  Within  thirty  (30)  days  after  the  30th  day  of 
June  following  the  beginning  of  operation  and  annually 
thereafter  the  Commission  and  the  Interborough  Company 
shall  determine  the  amount  of  depreciation  and  excess 
maintenance  not  covered  by  the  amount  set  aside  under  the 
preceding  paragraph  during  the  preceding  fiscal  year, 
and  the  deductions  for  such  year  shall  thereupon  be 
adjusted  to  conform  with  such  determination.  If  within 
such  period  the  Commission  and  the  Interborough  Com- 
pany are  unable  to  agree  upon  the  amount  of  deprecia- 
tion during  the  preceding  fiscal  year,  the  amount  thereof 
shall  thereupon  be  determined  by  arbitration  or  by  the 
court.  The  amount  so  determined  shall  be  paid  into  a  de- 
preciation fund.  Such  fund  shall  be  in  the  charge  and 
under  the  control  of  the  Depreciation  Fund  Board.  The  cost 
of  all  replacements  of  the  principal  parts  (as  such  principal 
parts  are  from  time  to  time  specified  and  defined  by  the 
Commission)  of  the  Company  Lines  and  the  equipment 
thereof  due  either  to  wear  and  tear  or  obsolescence,  in- 
adequacy or  age  and  also  any  excess  in  the  cost  of  mainten- 
ance as  provided  in  paragraph  4  of  this  article  shall  be 
paid  from  this  fund.  When  any  principal  part  of  the  Com- 
pany Lines  or  the  equipment  thereof  is  retired  or  with- 
drawn from  service,  an  amount  equal  to  its  cost  shall  be 
withdrawn  from  this  fund  and  expended  on  new  equip- 
ment or  new  construction.  Any  salvage  or  proceeds  on 
any  part  so  retired  or  withdrawn  shall  be  paid  into  this 
fund.  Any  amounts  in  such  fund  not  currently  needed  for 
the  purposes  herein  specified  shall  be  securely  invested  and 
reinvested  by  the  Dprciation  Fund  Board  and  all  interest 
and  profits  accruing  therein  shall  be  returned  to  the 
revenue.  The  Depreciation  Fund  Board  shall  have  the 
right  to  sell  investments  to  meet  current  needs  and 
for  purposes  of  reinvestment.  A  permanent  record  of  the 
depreciation  of  each  class  of  construction  and  equip- 

34 


ment  (as  such  classes  are  from  time  to  time  defined  or 
specified  by  the  Commission)  shall  be  kept  by  the  Inter- 
borough  Company  in  the  form  prescribed  from  time  to  time 
by  the  Commission.  At  the  expiration  of  the  term  or  upon 
earlier  termination  as  hereinafter  provided,  any  amount 
in  such  fund  accrued  with  respect  to  the  plant  and  prop- 
erty of  the  Railroads  shall  be  paid  to  the  City  or  to  a  new 
grantee  as  may  be  directed  by  the  Commission  and  the  bal- 
ance shall  be  paid  to  the  Interborough  Company. 

(G)  An  amount  to  be  retained  by  the  Interborough 
Company  equal  to  one-quarter  (14)  of  One  Million  Five 
Hundred  and  Eighty-nine  Thousand  Three  Hundred  and 
Forty-eight  Dollars  ($1,589,348)  as  representing  the  aver- 
age net  profits  of  the  existing  Manhattan  Railroad  for  the 
two  years,  one  ending  June  30,  1910,  and  the  other  June  30, 
1911,  provided,  however,  that  if  it  should  hereafter  be  de- 
cided that  either  the  Manhattan  Railway  Company,  or  the 
Interborough  Company  is  liable  for  the  payment  of  the 
Federal  corporation  tax  upon  the  sum  distributable  to  the 
stockholders  of  the  Manhattan  Railway  Company  as  a 
dividend,  the  aforesaid  amount  shall  be  reduced  to  the 
sum  of  One  Million  Five  Hundred  and  Forty-seven  Thou- 
sand Three  Hundred  and  Fifty-one  Dollars  ($1.547,351). 

(7)  An  amount  equal  to  one-quarter  (i/4)  of  the  annual 
interest  payable  by  the  Interborough  Company  upon  the 
bonds  issued  to  pay  for  the  plant  and  property  of  the  Rail- 
roads and  of  the  plant  and  property  of  the  railroads  or 
additional  tracks  authorized  by  a  certificate  bearing  even 
date  herewith  granted  to  the  Manhattan  Railway  Company, 
together  with  a  sum  equal  to  one-quarter  of  one  per  centum 
(i/i  of  1%)  upon  such  bonds,  which  latter  amount  shall  be 
set  aside  and  with  interest  and  accretions  promptly  and 
securely  invested  and  reinvested  for  the  amortization  of  the 
actual  cost  of  the  said  plants  and  properties.  Such 
latter  amount  shall  as  promptly  as  possible  be  invested 

35 


ill  bonds  issued  by  the  Inter-borough  Company  in 
connection  with  its  obligations  under  this  certificate  and 
linger  the  certificate  bearing  even  date  herewith  for  addi- 
tional tracks.  Such  bonds  shall  be  acquired  at  the  lowest 
possible  purchase  price.  Upon  the  completion  of  the  amor- 
tization of  such  bonds  the  payments  provided  for  in  this 
paragraph  shall  cease  and  any  balance  in  the  Sinking 
Fund  shall  be  paid  into  the  revenue. 

The  Interborough  Company  shall  also  be  entitled  to  de- 
duct an  amount  equal  to  one-quarter  (*4)  of  the  interest 
actually  and  necessarily  payable  by  the  Interborough  Com- 
pany upon  bonds  issued  by  the  Interborough  Company 
with  the  approval  of  the  Public  Service  Commission  for 
the  First  District  of  the  State  of  New  York,  for  improve- 
ments to  power  house,  substations,  transmission  lines  and 
electrical  apparatus  required  in  connection  therewith,  now 
forming  part  of  and  supplying  the  Company  Lines,  which 
shall  be  necessary  to  provide  additional  power  for  the 
operation  of  the  Railroads  (including  trackage  rights)  and 
the  additional  tracks  authorized  by  certificate  bearing  even 
date  herewith. 

(8)  When  the  Interborough  Company  shall  provide  ad- 
ditions (as  the  word  additions  is  defined  herein  and  in  the 
certificate  for  the  additional  tracks  bearing  even  date 
herewith)  then  an  amount  to  be  retained  by  the  Inter- 
borough Company  equal  to  one-quarter  (1/4)  of  the 
annual  interest  payable  by  the  Interborough  Company 
(or,  in  the  event  that  the  Interborough  Company  should 
not  borrow  money  for  such  purpose,  then  an  amount  equal 
to  one  quarter  (1/4)  of  the  interest  at  the  average  rate  pay- 
able by  the  Interborough  Company  upon  long  term  securi- 
ties issued  by  it  to  carry  out  the  purposes  of  this  certificate) 
upon  the  actual  cost  of  each  additional  item  together  with 
a  sum  equal  to  one-quarter  of  one  per  centum  (14  of  1%) 
of  the  actual  cost  of  each  additional  item,  which  latter 
amount  shall  be  set  aside  and  with  interest  and  ac- 

36 


«iTet'ions  shall  be  promptly  and  securely  invested  and 
reinvested  for  the  amortization  of  the  cost  of  such 
additional  item.  Upon  the  completion  of  the  amortiza- 
tion of  the  actual  cost  of  any  additional  item  the  payments 
provided  for  in  this  paragraph  in  respect  of  such  addi- 
tional item  shall  cease  and  any  balance  in  the  sinking  fund 
.shall  be  paid  into  the  revenue. 

(9)  After  making  all  such  payments  the  amount  of 
revenue  remaining  shall  be  the  excess  of  net  profits. 

If  in  any  quarter  year  the  revenue  shall  be  insufficient 
to  meet  the  various  obligations  and  deductions  referred  to 
above,  the  deficits  shall  be  accumulated  and  payment  of 
.such  deficits  shall  be  thereafter  made  before  deducting  the 
amounts  required  in  the  paragraph  succeeding  the  para- 
graph for  the  payment  of  the  obligation  or  deductions  as 
to  which  there  has  been  such  deficit.  Interest  shall  be  pay- 
•able  upon  such  deficits  at  the  actual  rate  payable  by  the 
Interborough  Company,  or  in  the  event  that  the  Interbor- 
ough Company  should  not  borrow  money  for  the  purpose 
«of  paying  such  deficits  then  at  the  prevailing  rate  of  in- 
terest payable  by  the  Interborough  Company  for  short 
term  loans.  Interest  payable  upon  such  deficits,  if  not  paid 
semi-annually,  shall  be  added  to,  and  form  a  part  of,  the 
•cumulative  deficits. 

The  fund  provided  for  in  paragraph  (5)  above  shall 
he  in  the  charge  of  and  under  the  control  and  direc- 
tion of  a  board  to  be  known  as  the  Depreciation  Fund 
Board  and  to  be  organized  and  constituted  as  fol- 
lows: Before  the  beginning  of  operation  of  any  part 
of  the  Eailroads  or  additional  tracks  authorized  under  the 
said  certificate,  the  Commission  and  Interborough  Company 
shall  each  name  an  individual  to  be  a  member  of  such  board. 
Within  thirty  (30)  days  thereafter  the  Interborough  Com- 
pany and  the  Commission  shall  agree  upon  the  t!:!r/l  mem- 
ber of  such  "board,  or  in  the  event  of  their  failure  to  so  agree 

37 


within  such  time,  the  third  member,  upon  the  jipplicatfois 
either  of  the  Commission  or  of  the  Interborough  ( «»inpanyr 
shall  be  nominated  in  the  same  manner  as  is  hereinafter 
provided  in  the  case  of  arbitration  in  Article  XVI.  In  the- 
event  of  a  vacancy  in  the  office  of  any  of  the  members  of 
the  Board,  the  successor  shall  be  chosen  in  the  same  man- 
ner as  above  provided  in  case  of  the  original  nomination. 
Such  Depreciation  Fund  Board  shall  administer  the  fund 
provided  for  in  paragraph  (5)  above  and  the  members^ 
thereof  shall  serve  for  such  period  and  receive  as  compen- 
sation for  their  services  such  amount  as  may  from  time  to 
time  be  agreed  upon  by  the  Commission  and  the  Inter- 
borough  Company,  and  such  amount  shall  be  included  as- 
part  of  the  operating  expenses  referred  to  in  paragraph  3 
above.  The  Interborough  Company  shall  also  pay  and  in- 
clude as  part  of  the  operating  expenses  referred  to  in  para- 
graph 3  above,  the  actual  and  necessary  expenses  of  such 
Depreciation  Fund  Board,  including  clerical  and  office  ex- 
penses. 

In  case  the  Interborough  Company  shall  cease  to  operate 
the  Eailroads  in  conjunction  with  the  Manhattan  Railroad 
the  amounts  to  be  paid  by  the  Interborough  Company  as- 
compensation  under  this  certificate  shall  forthwith  be  re- 
adjusted as  herein  provided. 

The  amounts  to  be  paid  by  the  Interborough  Company  as 
aforesaid  shall  be  payable  to  the  City  by  the  Interborough 
Company  on  the  30th  day  of  July,  after  the  beginning  of  the 
operation  of  any  part  of  any  of  the  railroads  for  the  year 
or  portion  of  the  year  ending  on  the  30th  of  June  imme- 
diately preceding  and  upon  the  30th  day  of  July  of  each- 
year  thereafter  for  the  preceding  fiscal  year.  At  the 
time  of  each  payment  the  Interborough  Company 
shall  deliver  to  the  Commission  and  to  the  Comp- 
troller a  statement,  in  the  form  and  with  details  to  be 
prescribed  by  the  Commission,  showing  the  receipts  and 
expenditures  for  the  preceding  year  or  portion  thereof. 
Such  statement  shall  be  verified  under  oath  by  the  officer 


«o'f  the  Interboroiigh  Company  having  charge  of  its  books 
and  accounts,  or  in  case  of  his  absence  or  disability,  then 
by  its  president  or  other  chief  officer  or  manager.  The 
'Commission  and  the  Comptroller  shall  have  the  right  to 
verify  any  of  the  said  statements  by  an  examination  of  the 
Interborough  Company's  books,  records  and  memoranda 
and  an  examination  under  oath  of  any  of  its  officers  or  em- 
ployees; and  the  Interborough  Company  hereby  covenants 
•to  submit  to  such  examination  and  produce  such  books, 
records  and  memoranda  whenever  and  wherever  they  may 
be  required  by  the  Commission  or  the  Comptroller, 

The  amounts  to  be  paid  by  the  Interborough  Company 
as  aforesaid  shall  be  readjusted  if  and  when  the  Inter- 
borough Company  shall  cease  to  operate  the  Railroads  in 
-conjunction  with  the  Manhattan  Railroad,  and  shall  there- 
after be  readjusted  at  intervals  of  twenty  years.  The  an- 
nual amounts  to  be  paid  by  the  Interborough  Company  for 
each  and  every  period  of  twenty  years  after  such  first 
period  shall  be  determined  as  follows,  to  wit:  Each  such 
determination  shall  be  had  upon  the  application  of  either 
the  Interborough  Company  or  the  Commission.  Such  ap- 
plication shall  be  made  at  any  time  not  earlier  than  two 
years  and  not  later  than  one  year  before  the  expiration  of 
each  successive  period.  If  the  Interborough  Company 
and  the  Commission  shall  agree  upon  the  compensation 
to  be  paid  for  the  ensuing  period,  their  determination  shall 
be  expressed  in  writing,  and,  when  approved  by  the  Board 
of  Estimate,  shall  be  binding  upon  both  parties.  If  the 
Interborough  Company  and  the  Commission  shall  not  reach 
an  agreement,  or  if  the  Board  of  Estimate  shall  not  approve 
such  agreement,  on  or  before  a  date  one  year  prior  to  the 
expiration  of  each  period  as  to  the  compensation  to  be 
paid  for  the  ensuing  period,  then  the  annual  rate  of  com- 
pensation for  such  succeeding  twenty  years'  period  shall 
be  reasonable;  and  the  Commission  and  the  Interborough 
Company  shall  be  bound,  upon  the  request  of  either,  to 
submit  the  determination  of  such  rate  of  compensation 

39 


to  arbitration  or  to  the  Court,  as  herein  provided  in  Ar- 
ticle XVI.  If  in  any  case  the  annual  rate  for  a  succeed- 
ing period  shall  not  be  fixed  prior  to  the  commencement 
of  the  said  period,  the  Interborough  Company,  shall  pay 
the  annual  rate  for  the  preceding  period  until  such  time- 
as  the  new  rate  shall  be  determined ;  and  upon  the  deter- 
mination of  the  new  rate  the  difference  between  the  old  and 
the  new  rate  shall  be  adjusted  and  paid  between  the  parties.. 

Any  and  all  payments  to  be  made  according  to  the  terms 
of  this  certificate  by  the  Interborough  Company  shall  not 
be  considered  in  any  manner  in  the  nature  of  a  tax,  but 
such  payments  shall  be  made  in  addition  to  any  and  all 
taxes,  now  or  hereafter  lawfully  imposed  by  the  State  of 
New  York. 

The  City  shall  have  a  lien  upon  the  authorizations  or 
licenses  hereby  granted  and  upon  the  real  property  of  the' 
Interborough  Company  forming  part  of  the  Eailroads,  to- 
secure  the  payment  of  such  compensation. 

In  case  of  any  failure  to  make  such  payment  as  herein 
prescribed,  the  Hen  aforesaid  may  be  enforced  by  the  Com- 
mission by  foreclosure  or  other  proper  proceeding  and  by 
sale  of  such  authorizations  or  licenses  and  real  property. 

The  Commission  may,  in  its  own  name  or  in  the  name- 
and  behalf  of  the  City,  bring  action  for  specific  performance- 
or  by  mandamus  or  injunction  or  otherwise  compel  the  per- 
formance by  the  Interborough  Company  of  the  duties  and! 
obligations  imposed  upon  it  under  the  terms  of  this  certifi- 
cate. And  the  Commission  may,  in  behalf  or  in  the  name 
of  the  City,  bring  any  action  or  proceedings  to  recover  pos- 
session of  any  part  of  the  property  of  the  City  to  be  used 
by  the  Interborough  Company  as  aforesaid,  or  to  enforce 
the  said  lien  of  the  City,  or  to  enforce  any  provision  of 
this  certificate  in  the  manner  provided  by  Section  9  of  the 
Rapid  Transit  Act  or  any  other  proper  action  or  pro- 
ceeding. 

XIII 

The  authorizations  or  licenses  hereby  given  for  the  Web- 

40 


:st-er  Avenue  Line,  the  Eighth  Avenue  and  162nd  Street  Con- 
nection, the  Queensboro  Bridge  Line  and  the  West  Farms 
.Subway  Connection  are  separate  grants,  and  the  City, 
acting  by  the  Commission  or  by  such  other  board  or 
boards  as  may  be  thereunto  empowered,  may  termi- 
nate any  such  authorization  or  license  and  may  pur- 
chase and  take  the  plant  and  property  as  hereinbefore 
defined  of  such  line  or  lines  for  which  the  authorization  or 
license  is  so  terminated  at  any  time  after  the  expiration  of 
ten  years  from  the  date  when  operation  of  any  part  of 
the  line  for  which  the  authorization  or  license  is  so  termi- 
nated shall  actually  begin.  In  case  it  is  determined  to  so 
terminate  any  or  all  of  the  authorizations  or  licenses  hereby 
granted  as  hereinbefore  provided,  at  least  one  year's  notice 
thereof  in  writing  shall  be  given  to  the  Interborough 
Company. 

Such  right  of  termination  shall,  however,  be  upon  con- 
dition that  the  City  shall  pay  an  amount  for  said  plant  and 
property  as  property  excluding  any  value  for  the  authori- 
zation or  license  hereby  granted,  to  be  determined  as 
follows : 

Upon  termination  as  hereinbefore  provided  of  the  au- 
thorization or  license  of  any  of  the  Railroads  the  City  shall 
pay  as  to  the  same,  as  follows : 

(1)  For  the  plant  and  property  thereof  (other  than 
-additions  as  hereinbefore  defined)  the  percentage  of  the 
•actual  cost  of  the  plant  and  property  (other  than  additions) 
indicated  in  the  following  schedule: 


Schedule 


Percentage  to 

If  terminated  at  be  paid  by 

City 

10  years 115 

11  "  74/75ths  of  115 

12  "  73/75ths  of  115 

13  "  72/75ths  of  115 

14  "  71/75ths  of  115 

15  "  70/75ths  of  115 

16  "  69/75ths  of  115 

17  "  68/75ths  of  115 

18  "  67/75ths  of  115 

19  "  66/75ths  of  115 

20  " 65/75ths  of  115 

21  "  64/75ths  of  115 


22 
23 
24 
25 
26 
27 
28 
29 
30 
31 
32 
33 
34 
35 
36 
37 
38 
39 
40 
41 
42 
43 
44 
45 
46 
47 
48 
49 
50 
51 
52 
53 
54 
55 
56 
57 
58 
59 
60 


.63/75ths  of  115 
.62/75ths  of  115 
,61/75ths  of  115 
,60/75ths  of  115 
.59/75ths  of  115 
.58/75ths  of  115 
.57/75ths  of  115 
.56/75ths  of  115 
. 55/75 ths  of  115 
.54/75ths  of  115 
.53/75ths  of  115 
.52/75ths  of  115 
.51/75ths  of  115 
.50/75ths  of  115 
.49/75ths  of  115 
.48/75ths  of  115 
.47/75ths  of  115 
.46/75ths  of  115 
.45/75ths  of  115 
.44/75ths  of  115 
.43/75ths  of  115 
.42/75ths  of  115 
.41/75ths  of  115 
.40/75ths  of  115 
.39/75ths  of  115 
.38/75ths  of  115 
.37/75ths  of  115 
.36/75 ths  of  115 
35/75ths  of  115 
.34/75ths  of  115 
.33/75ths  of  115 
.32/75ths  of  115 
.31/75ths  of  115 
.30/75ths  of  115 
.29/75ths  of  115 
.28/75ths  of  115 
.27/75ths  of  115 
.26/75ths  of  115 
.25/75ths  of  115 


42 


Percentage  to 
If  terminated  at                            be  paid  by 
City 

61 
62 
63 
64 
65 
66 
67 
68 
69 
70 
71 
72 
73 
74 
75 
76 
77 
78 
79 
80 
81 
82 
83 
84 
85 

..  24/75  ths  of  115 

23/75ths  of  115 

22/75ths  of  115 

21/75ths  of  115 

20/75ths  of  115 

19/75ths  of  115 

18/75ths  of  115 

..17/75ths  of  115 

16/75ths  of  115 

15/75ths  of  115 

14/75ths  of  115 

13/75ths  of  115 

12/75ths  of  115 

ll/75ths  of  115 

10/75ths  of  115 

9/75ths  of  115 

8/75ths  of  115 

7/75ths  of  115 

6/75ths  of  115 

5/75ths  of  115 

4/75ths  of  115 

3/75ths  of  115 

2/75ths  of  115 

l/75th  of  115 

0 

(2)  For  additions,  as  the  word  additions  is  hereinbefore 
denned,  to  the  Eailroads,  or  to  any  of  the  Railroads  as  to 
which  the  authorization  or  license  is  terminated,  the  per- 
centage of  the  actual  cost  of  such  of  said  additions  as  may 
have  been  completed  or  put  in  operation  within  less  than 
forty  (40)  years  indicated  in  the  schedule  following  ac- 
cording to  the  age  of  each  item  as  there  indicated. 


43 


Schedule 


Upon  termination 


Percentage  to 

be  paid  by 

City 


on  provision 110. 

1  year  after  provision 108.98863636 

2  years   "         107.93077925 

3  "    "     "    106.82429135 

4  "              105.66616697 

5  "         "    104.45637778 

6  '         "    103.19016790 

7  '             101.86574900- 

8  '             100.48044509 

9  '    "     "    99.03145727 

10  '             97.51585797 

11  '             95.93058490 

12  '         *    94.27243516 

13  '         "    92.53805848 

14  '             90.72395065 

15  "         '*    88.82644632 

16  "             86.84171162 

17  "             84.76573667 

18  "         "    82.59432686 

19  " 80.32309500 

20  "             77.94745218 

21  "             75.46259448 

22  "             72.86351337 

23  "         "    70.14494556 

24  '*             67.30140229 

25  "             64.32713824 

26  "             61.21614410 

27  *         "    57.96213419 

28  '             54.55853393 

29  4         "    50.99846652 

30  '    "     "    47.27473898 

31  '    "     "    43.37982775 

32  '             39.30586320 

33  '    "     " 35.04461414 

34  '             30.58747088 

35  '         "    25.92542798 

36  "         "    21.04906594 

37  "         "    15.94853233 

38  "         "    10.61352169 

39  "             5.03325496 

40  "             .00000000 


The  above  schedule  is  computed  upon  the  basis  of  the 
investment  of  the  deduction  from  the  revenue  for  amortiza- 
tion provided  for  in  paragraph  (8)  of  Article  XII  in  five 
per  cent,  bonds  of  the  Interborough  Company  at  one  hun- 
dred and  ten  per  centum  (110%)  and  ten  per  cent. 


44 


has  been  added  to  each  outstanding  amount  to  cover 
premiums  that  may  be  payable  by  the  Interborough  Com- 
pany as  a  condition  for  calling  in  outstanding  bonds.  If 
the  amortization  fund  is  invested  at  a  more  favorable  rate 
than  that  above  assumed  or  if  the  premiums  payable  upon 
outstanding  bonds  are  less  than  ten  per  centum  (10%) 
then  the  amount  to  be  paid  by  the  City  shall  be  correspond- 
ingly reduced. 

At  the  option  of  the  City  either  at  the  expiration  of  a 
full  term  of  the  grant  or  at  the  earlier  termination  thereof, 
pursuant  to  notice  as  aforesaid,  the  Interborough  Com- 
pany may  be  required  to  transfer  the  title,  if  any,  to  and 
possession  of  the  plant  and  property  directly  to  a  new 
grantee  upon  his  paying  the  amount  to  the  Interborough 
Company  which  the  City  would  have  been  required  to  pay 
as  aforesaid. 

In  case  the  City  itself  shall  take  over  the  plant  and  prop- 
erty such  payment  shall  be  made  by  a  City  warrant  drawn 
by  the  Comptroller,  or  otherwise,  as  may  then  be  provided 
by  law.  In  case  the  plant  and  property  shall  be  taken  over 
directly  by  a  new  grantee  such  payment  shall  be  made  by  a 
certified  check,  drawn  by  such  new  grantee,  to  the  order  ot 
the  Interborough  Company  or  by  lawful  money  of  the 
United  States  of  America. 

If  the  amounts  to  be  paid  to  the  Interborough  Company 
at  the  expiration  of  a  full  term  of  a  grant  or  upon  any 
such  termination  shall  not  have  been  finally  determined  or 
paid  prior  to  or  at  the  time  when  a  full  term  is  according 
to  this  certificate  to  end  or  the  termination  is  under  the 
said  notice  given  to  take  effect,  the  title,  if  any,  to  and  right 
of  possession  of  the  plant  and  property  of  the  lines  of  the 
Railroads  shall  nevertheless  pass  to  the  City  or  to  a  new 
grantee,  free  and  clear  of  all  liens  or  other  incumbrances, 
and  the  City  or  such  new  grantee  shall  pay  to  the  Inter- 
borough Company  the  amount  so  determined  with  interest 
from  the  date  of  taking  possession,  provided,  however,  that 
the  possession  of  such  plant  and  property  shall  not  pass 

45 


to  the  City  or  to  such  new  grantee  in  advance  of  payment 
as  aforesaid  unless  the  City  or  such  new  grantee  shall 
give  the  Interborough  Company  a  satisfactory  bond  or 
bonds  in  an  amount  at  least  equal  to  the  difference  between 
the  actual  cost  of  the  plant  and  property  and  the  amount 
thereof  that  should  be  amortized  as  indicated  in  the  sched- 
ules contained  herein  and  in  addition  an  amount  sufficient 
adequately  to  protect  the  Interborough  Company,  which 
latter  amount,  if  not  agreed  upon  by  the  Commission  and 
the  Interborough  Company,  shall  be  determined  by  arbi- 
tration or  by  the  court. 

Upon  the  expiration  of  a  full  term  of  the  grant,  or  a 
termination  by  notice  as  aforesaid,  the  Interborough  Com- 
pany shall  execute  and  deliver  such  instruments  as  may  be 
either  necessary  or  convenient  to  assure  and  perfect  the 
title  and  the  possession  of  the  City  or  such  new  grantee  in 
and  to  the  plant  and  property  free  and  clear  of  all  liens 
and  incumbrances  as  aforesaid. 

The  privilege  of  termination  herein  reserved  by  the  City 
may  be  exercised  on  its  behalf  by  the  Commission,  with  the 
approval  of  the  Board  of  Estimate,  or  by  such  other 
authority  representing  the  City  as  is  now  or  may  hereafter 
be  vested  with  the  necessary  power.  Upon  the  exercise  of 
such  privilege,  the  plant  and  property  shall  forthwith  vest 
in  the  City  or  the  new  grantee  free  from  all  leases,  mort- 
gages or  other  encumbrances  whatsoever;  and  all  right, 
title  and  interest  of  the  Interborough  Company  therein, 
shall  at  once  cease  and  determine. 

In  case  the  City  shall  terminate  an  authorization  or 
license  or  a  portion  thereof  under  the  privileges  herein  re- 
served all  payments  by  way  of  compensation  or  otherwise, 
applicable  thereto,  except  for  damages  for  failure  to  per- 
form any  covenants  herein  required  to  be  performed  by 
the  Interborough  Company,  shall  cease  upon  the  date  of 
such  termination,  and  upon  payment  in  full  of  all  such  com- 
pensation up  to  the  date  of  such  termination  the  Interbor- 
ough Company  shall  be  relieved  from  any  further  payment 
of  such  compensation  in  respect  to  such  authorization  or 
license  except  as  aforesaid. 

46 


It  is  the  intention  of  the  parties  that  the  amount  to  Tse 
paid  for  plant  and  property  to  be  ascertained  as  herein- 
before provided  shall  be  the  measure  of  any  payment  the 
•City  may  be  called  upon  to  make  therefor,  but  in  pursu- 
ance of  the  provisions  of  Subdivision  1  of  Section  34  of 
the  Rapid  Transit  Act,  as  it  now  exists,  it  is  further  pro- 
vided that  if  at  any  time  in  ascertaining  the  amount  to  be 
paid  by  the  City  as  a  condition  of  a  termination  of  any 
.authorization  or  license  or  portion  thereof  as  herein  pro- 
vided or  at  the  expiration  of  a  full  term,  it  shall  be  neces- 
sary that  a  valuation  of  any  plant,  property,  equipment, 
^construction  or  any  investment  in  any  part  thereof  shall 
be  determined,  such  valuation  shall  in  default  of  agreement 
;be  determined  by  arbitration  or  by  the  court 


Upon  the  expiration  of  a  full  term  of  any  authorization 
or  license  fixed  herein,  the  authorization  or  license  shall  end 
-and  upon  such  termination  thereof  all  the  rights  of  prop- 
erty of  the  Interborough  Company  in  the  streets,  avenues, 
parkways,  highways  and  public  places  shall  cease  and  ter- 
minate without  compensation,  and  further,  upon  such  ex- 
piration, the  plant  and  property,  together  with  the  appurte- 
nances thereto  of  the  Interborough  Company  constructed 
pursuant  to  this  certificate,  except  additions  as  hereinbefore 
defined,  shall  be  and  become  the  property  of  the  City  with- 
out further  or  other  compensation  to  the  Interborough  Com- 
pany, and  additions  as  hereinbefore  defined  shall  be  and 
become  the  property  of  the  City  on  its  paying  to  the  Inter- 
borough Company  for  such  of  said  additions  as  may  have 
been  completed  or  put  in  operation  within  less  than  forty 
(40)  years  the  percentage  of  the  actual  cost  of  said  addi- 
tions indicated  in  the  schedule  following  according  to  the 
age  of  each  item  as  there  indicated, 

Such  schedule  is  as  follows: 


Schedule 


Upon  expiration 


Percentage  to 

be  paid  by 

City 


I  f  on  provision 100. 

1  year  after  provision 99.08057851 

2  years  "  "  98.11889023 

3  "  "  97.11299214 

4  "     "    96.06085179 

5  "  "  94.96034344 

6  "  '  93.80924355 

7  "  '  92.60522636 

8  "  '  91.34585917 

9  "  '  90.02859752 

10  "  '  88.65077997 

11  "  '  87.20962264 

12  "  '  85.70221378 

13  "  '  84.12550771 

14  "  '  82.47631877 

15  "  '  80.75131484 

16  "  '  78.94701062 

17  "  '  77.05976061 

18  "  '  75.08575169 

19  "  '  73.02099545 

20  "  '  70.86132016 

21  "  '  68.60236225 

22  "  '  66.23955761 

23  "  '  63.76813233 

24  '  '  61.18309299 

25  '  '  58.47921658 

26  '  '  55.65104009 

27  '  '  52.69284926 

28  '  '  49.59866721 

29  '  '  46.36224229 

30  '  '  42.97703544 

31  '  '  39.43620703 

32  '  '  35.73260291 

33  "  '  31.85874013 

34  "  '  27.80679171 

35  "  '  23.56857089 

36  '  '  19.13551449 

37  '  '  14.49866575 

38  '  '  9.64865608 

39  '  "  4.57568624 

40  '  "  .00000000 


The  above  schedule  is  computed  upon  the  basis  of  the 
investment  of  the  deductions  from  the  revenue  for  amorti- 
zation provided  for  in  paragraph  (8)  of  Article  XII  in 
five  per  cent,  bonds  of  the  Interborough  Company  at  one 
hundred  and  ten  per  centum  (110%).  If  the  amortization 


fund  is  invested  at  a  more  favorable  rate  than  that  above 
assumed  then  the  amount  to  be  paid  by  the  City  shall  be 
correspondingly  reduced. 


If  the  Interborough  Company  shall  provide  in  connec- 
tion with  the  Webster  Avenue  Line  and  the  Eighth  Avenue 
and  162nd  Street  Connection  and  in  connection  with  the 
municipal  railroad  on  White  Plains  Road  (with  which  the 
Webster  Avenue  Line  will  connect)  and  in  connection  with 
the  municipal  railroad  on  Jerome  Avenue  (with  which  the 
Eighth  Avenue  and  162nd  Street  Connection  will  connect) 
terminals,  storage  yards  or  shops  located  upon  White 
Plains  Road  and  Jerome  Avenue  which  shall  be  used 
in  connection  with  those  lines  and  such  municipal  lines 
and  the  Manhattan  Railroad  or  other  lines  of  rapid 
transit  railroad  operated  or  to  be  operated  by  the 
Interborough  Company,  upon  the  expiration  or  earlier 
termination  of  the  authorization  and  licenses  hereby 
granted,  the  Interborough  Company  shall  provide  the  City, 
or  any  firm,  individual  or  corporation  with  whom  or  with 
which  the  City  may  enter  into  an  agreement  with  respect 
to  the  operation  of  the  Webster  Avenue  Line  or  the  Eighth 
Avenue  and  162nd  Street  Connection,  or  the  municipal  rail- 
roads on  White  Plains  Road  and  Jerome  Avenue,  the  use  of 
so  much  of  the  said  terminals  as  may  be  necessary  to  serve 
the  equipment  (as  the  word  equipment  is  herein  defined) 
exclusively  provided  for  the  Webster  Avenue  Line  or  the 
Eighth  Avenue  and  162nd  Street  Connection  and  such  mu- 
nicipal railroads.  The  terms  shall  be  reasonable,  and  if 
not  agreed  upon  by  the  parties,  shall  be  settled  by  arbitra- 
tion or  by  the  court  in  the  manner  provided  in  Article  XVI. 

If  the  Irfterborough  Company  shall  so  provide  such  ter- 
minals, storage  yards  or  shops  the  City  shall  upon  terminat- 
ing the  authorization  or  license  for  the  Webster  Ave- 
nue Line  and  the  Eighth  Avenue  and  162nd  Street 

49 


Connection  permit  the  Interborough  Company  or  its 
assignee  or  lessor  for  a  period  equal  to  the  then  un- 
expired  term  of  the  authorization  or  license  (if  it 
had  not  been  so  terminated)  to  use  the  plant  and 
structure  of  the  Webster  Avenue  Line  and  the  Eighth 
Avenue  and  162nd  Street  Connection  in  connection  with 
rights  reserved  over  the  municipal  railroads  on  White 
Plains  Road  and  Jerome  Avenue  under  the  terms  of  the 
contract  between  The  City  of  New  York  and  the  Interbor- 
ough Company  for  the  operation  of  such  municipal  rail- 
roads to  reach  such  terminals,  storage  yards  or  shops.  Such 
use  of  the  plant  and  structure  of  the  Webster  Avenue  and 
the  Eighth  Avenue  and  162nd  Street  Connection  shall  be 
solely  for  the  purpose  of  reaching  such  terminals  or  storage 
yards  and  the  Interborough  Company  shall  not  transport 
passengers  or  freight  for  hire  over  such  lines.  In  no  event 
shall  the  use  of  such  plants  and  structures  of  such  lines 
for  such  purposes  interfere  with  their  necessary  use  for 
passenger  transportation.  The  Interborough  Company 
shall  pay  to  the  City  or  any  new  lessee  a  reasonable  com- 
pensation for  such  use  of  the  plants  and  structures  of  such 
lines  for  such  purpose,  which  if  not  agreed  upon  by  the 
Commission,  with  the  approval  of  the  Board  of  Estimate, 
and  the  Lessee,  shall  be  determined  by  arbitration  or  by 
the  Court  in  the  manner  provided  in  Article  XVI. 

XVI 

In  case  it  shall  be  necessary  to  submit  to  arbitration  any 
question  arising  under  any  provision  of  this  certificate  in 
respect  of  which  it  is  therein  provided  an  arbitration  may 
be  had,  such  arbitration  shall  be  conducted  as  fol- 
lows: Either  the  City,  acting  by  the  Commission,  or 
the  Interborough  Company  may  give  written  notice 
to  the  other  that  it  requires  the  matter  arising  thereun- 
der to  be  submitted  to  arbitration,  and  shall  at  the  same 
time  name  an  arbitrator,  and  accompany  the  notice  by  a 

50 


written  acceptance  by  the  arbitrator  of  the  nomination. 
Within  thirty  (30)  days  after  the  receipt  of  such  notice,  the 
party  receiving  the  same  shall  name  an  arbitrator  and  give 
written  notice  of  such  nomination  to  the  other  party,  the 
notice  to  be  accompanied  by  a  written  acceptance  by  the 
arbitrator  of  the  nomination.  If  the  party  to  whom  notice 
of  arbitration  is  given  shall  not  so  nominate  an  arbitrator, 
who  shall  so  accept,  then  the  arbitrator  named  by  the  party 
giving  the  first  notice  shall  be  the  sole  arbitrator.  Upon 
the  appointment  of  the  second  arbitrator  the  Com- 
mission and  the  Interborough  Company  shall  there- 
upon select  a  third  arbitrator ;  but  if  they  fail  to  agree  upon 
such  third  arbitrator  within  thirty  (30)  days  after  the  date 
of  the  nomination  of  the  second  arbitrator  nominated, 
the  third  arbitrator  shall  be  nominated  by  the  Chief 
Judge  of  the  Court  of.  Appeals  of  the  State  of 
New  York;  or  if  within  fifteen  (15)  days  after  being 
requested  by  the  Commission  or  the  Interborough  Com- 
pany to  make  such  nomination,  the  said  Chief  Judge 
shall  decline  or  fail  to  make  a  nomination,  then  an  arbi- 
trator shall  be  named  upon  the  request  of  the  Commission 
or  the  Interborough  Company  within  a  period  of  fifteen 
(15)  days  by  any  Associate  Judge  of  said  Court  of  Appeals 
in  the  order  of  seniority ;  or,  if  within  said  period  said 
judges  shall  decline  or  fail  to  make  a  nomination,  then  the 
third  arbitrator  shall  be  nominated  by  the  President  or 
Acting  President  for  the  time  being  of  the  Chamber  of 
Commerce  of  the  State  of  New  York.  The  arbitrators 
shall  hear  the  parties  and  their  counsel  or  any  statements 
or  evidence  which  the  parties  or  either  of  them  desire  i<> 
submit.  Either  party  may  upon  two  (2)  days'  notice  to 
the  other  bring  on  the  subject  in  dispute  for  hearing  be- 
fore the  arbitrators.  Within  thirty  days  after  such  hear- 
ing commences,  unless  such  time  shall  be  extended  for  good 
cause  by  written  order  of  the  arbitrators  or  a  majority  of 
them,  the  arbitrators  shall  make  their  determination  in 
writing  in  duplicate,  one  to  be  delivered  to  the  Com- 

51 


mission  and  the  other  to  the  Interborough  Com- 
pany. In  case  any  vacancy  shall  at  any  time  occur 
by  reason  of  the  death,  resignation  or  inability  to 
serve  of  any  arbitrator,  his  successor  shall  be  nominated 
in  the  same  manner  and  within  the  same  times  (during 
which  times  the  other  periods  of  time  prescribed  for  in  the 
course  of  the  arbitration  shall  be  suspended)  as  above  pro- 
vided for  in  the  case  of  the  original  nomination  of  such  ar- 
bitrator, and  in  case  the  successor  arbitrator  shall  not  be 
nominated  within  such  times  the  remaining  arbitrator  or 
arbitrators  shall  be  the  sole  arbitrator  or  arbitrators. 
Any  determination  by  a  majority  of  the  arbitrators 
shall  be  final  and  conclusive.  Every  such  arbitra- 
tor shall  be  deemed  to  be  employed  both  by  the  City 
and  the  Interborough  Company.  The  fees  and  ex- 
penses of  the  arbitrators  (including  necessary  expenses 
for  stenographic  and  clerical  services)  and  the  expenses  of 
the  parties  shall  be  assessed  as  the  arbitrators  consider 
equitable  and  as  they  direct  in  their  award,  but  no  assess- 
ments so  made  shall  be  charged  to  the  actual  cost  of  equip- 
ment, the  actual  cost  of  plant  and  structure  or  to  operat- 
ing expenses.  Every  such  arbitrator  shall,  before 
proceeding  to  consider  the  matter,  be  sworn  as  near 
as  may  be  in  the  same  manner  as  referees  in  actions  at 
law  are  required  to  be  sworn.  Provided,  however,  that  if  in 
any  case,  or  for  any  reason  an  arbitration  cannot  validly  be 
had  as  aforesaid,  then  the  City  or  the  Interborough  Com- 
pany, if  in  no  way  responsible  for  the  failure  of  the  arbitra- 
tion, may  bring  such  action,  suit  or  proceeding  as  either  of 
them  may  be  adivsed  for  the  purpose  of  determining  any 
of  the  matters  for  which  an  arbitration  is  herein  provided. 

XVII 

The  authorizations  or  licenses  hereby  granted  may  be 
enjoyed,  as  well  by  the  Interborough  Company  itself,  as  by 

52 


any  lessee,  grantee,  assignee,  transferee  or  successor  there- 
of ;  and  the  Interborough  Company  shall  have  the  right  to 
.grant,  convey,  assign,  transfer  or  mortgage  the  authoriza- 
tions or  licenses  hereby  granted,  provided,  however,  that 
•every  grantee,  assignee,  or  transferee  thereof,  not  includ- 
ing, however,  a  mortgagee  or  mere  lienor,  but  including  any 
purchaser  upon  foreclosure  of,  or  under  or  by  virtue  of  any 
provision  of  any  mortgage  or  lien,  shall  be  a  corporation 
•subject  to  the  laws  of  the  State  of  New  York,  and  shall  upon 
.accepting  the  grant,  transfer  lease  or  assignment  and  be- 
fore such  grant,  transfer  lease  or  assignment  shall  be  valid, 
assume  and  agree  to  perform  all  of  the  obligations  which  by 
the  provisions  hereof  are  assumed  by  the  Interborough 
•Company,  and  no  such  grant,  conveyance,  transfer  lease  or 
assignment  and  no  mortgage  hereafter  made  covering  the 
authorizations  or  licenses  hereby  granted  shall  relieve  the 
Interborough  Company  of  its  obligations  hereunder  or  be 
valid  unless  the  same  shall  have  been  approved  by  the 
'Commission. 

And  provided  further  that,  in  case  the  Interborough 
Company  or  any  successor  or  future  owner  of  any  of  the 
authorizations  or  licenses  shall  be  consolidated  with  or 
merged  into  any  other  x?orporation  the  obligations  of  the 
Interborough  Company  or  such  successor  or  future  owner 
liereunder  shall  remain  unaffected  and  the  authorizations 
or  licenses  shall  pass  to  such  new  corporation  only  if  the 
agreement  or  act  of  consolidation  or  merger  (which  shall 
not  be  valid  or  of  any  force  or  effect  unless  the  same  shall 
have  been  approved  by  the  Commission)  shall  effectually 
provide  that  the  new  consolidated  or  merging  corporation 
shall  assume  all  such  obligations,  or  if  such  act  or  agree- 
ment shall  not  so  provide,  then  if  and  when  such  new  con- 
solidated or  merging  corporation  shall  in  writing  expressly 
assume  such  obligations — it  being  the  express  intention  of 
this  instrument  that  no  change  in  the  incorporation  of  the 
Interborough  Company  or  of  any  such  successor  or  future 
owner  or  in  the  ownership  or  control  of  the  authorizations 

53 


or  licenses  hereby  granted,  or  of  any  of  them  shall  diminish 
or  affect  the  obligations  of  the  holder  of  the  same. 

XVIII 

The  Commission  in  view  of  this  certificate  and  in  con- 
junction therewith,  has  awarded  or  may  award,  subject  to- 
the  approval  of  the  Board  of  Estimate, 

(1)  to  the  Manhattan  Railway  Company,  being  the- 
lessor  of  the  Interborough  Company,  a  certificate  of 
even  date  herewith  authorizing  additional  tracks  onr 
Second  Avenue,   Third  Avenue   and   Ninth   Avenue, 
mainly  in  the  Borough  of  Manhattan,  City  of  New 
York,  and 

(2)  to  the  Interborough  Company  a  contract  under 
or  in  pursuance  of  which  a  rapid  transit  railroad  may 
be  in  part  constructed,  and  may  be  maintained  and 
operated  upon  lines  known  respectively  as  Seventh 
Avenue-Lexington    Avenue    Line,    Eastern    Parkway 
Line,  Steinway  Tunnel  Line  and  White  Plains  Road 
Line  as  in  said  contract  described, 

and  certain  consents  are  or  may  be  necessary  to  be  pro- 
cured under  the  terms  of  such  certificate  in  order  that  the 
said  Manhattan  Railway  Company  may  have  the  right  to 
construct,  maintain  and  operate  railroads  therein  described : 
It  is  now  agreed,  therefore,  that  if  said  certificate  or 
contract  shall  not  take  effect  or  if  the  said  Manhattan 
Railway  Company  shall  be  released  from  such  certificate 
through  failure  to  procure  any  such  consents  then  this 
certificate  hereby  granted  shall  become  null  and  void  and 
all  rights  given  hereby  to  the  Interborough  Company  and 
all  of  its  obligations  hereunder  shall  cease  and  determine. 


54 


IN  WITNESS  WHEREOF,  this  certificate  has  "been  prepared 
by  the  Public  Service  Commission  for  the  First  District, 
And  is  now  attested  by  its  seal  and  by  the  signature  of  its 
chairman,  who  is  its  presiding  officer,  and  by  the  signature 
of  its  secretary  this  day  of  February,  1913. 

PUBLIC  SERVICE  COMMISSION  FOR  THE  FIRST  DISTRICT 

By 

Chairman 

Attest: 


STATE  OF  NEW  YORK.) 

ss  *~ 
County  of  New  York,J 

On  this  day  of  February,  1913,  in  the  City  of 

New  York,  in  said  county,  before  me  personally  appeared 
William  E.  Willcox  and  Travis  H.  Whitney,  each  to  me 
known  and  known  to  me  to-be  the  said  William  E.  Willcoxr 
the  Chairman,  and  the  said  Travis  H.  Whitney,  the  Secre- 
tary of  the  Public  Service  Commission  for  the  First  Dis- 
trict, and  the  said  William  E.  Willcox  and  Travis  H.  Whit- 
ney, being  by  me  duly  sworn  did  depose  and  say,  each  for 
himself  and  not  one  for  the  other,  the  said  William  E. 
Willcox,  that  he  resides  in  the  Borough  of  Manhattan,  in- 
the  said  City ;  that  he  is  th#  Chairman  of  the  said  Commis- 
sion, and  that  he  subscribed  his  name  to  the  foregoing  cer- 
tificate by  virtue  of  the  authority  thereof;  and  the  said 
Travis  H.  Whitney,  that  he  resides  in  the  Borough  of 
Brooklyn,  in  the  said  City ;  that  he  is  the  Secretary  of  the 
said  Commission,  and  that  he  subscribed  his  name  thereto- 
by  like  authority;  and  both  the  said  William  E.  Willcox 
and  Travis  H.  Whitney  that  they  know  the  seal  of  the  said 
Commission  and  that  the  same  was  affixed  to  the  foregoing 
certificate  by  the  authority  of  the  said  Commission  and  of  a 
resolution  duly  adopted  by  the  same. 


The  Interborough  Eapid  Transit  Company  hereby 
accepts  the  foregoing  certificate  and  all  the  terms,  condi- 
tions and  requirements  thereof. 

Dated,  New  York,  February       ,  1913. 

INTEBBOBOUGH  EAPID  TRANSIT  COMPANY 


President 
Attest: 

Secretary 


57 


STATE  OF  NEW  YORK.) 

o  o     • 

County  of  New  YorkJ 

On  the  day  of  February,  1913,  in  the  City  of 

York,  before  me  personally  came 

and 

to  me  known  and  known  to  note  respectively  to  be  the  said 

,  the  President,  and  the 

said  ,  the  Secretary, 

of  Interborough  Eapid  Transit  Company,  and  being  by  me 
duly  sworn,  they  did  depose  and  say,  each  for  himself  and 
not  one  for  the  other,  the  said 

that  he  resided  at  ,  in  the  State 

of  New  York,  and  was  the  President  of  the  Interborough 
Eapid  Transit  Company,  the  corporation  named  in  and 
which  executed  the  foregoing  acceptance,  and  that  he  sub- 
scribed his  name  to  the  foregoing  acceptance  by  the  author- 
ity of  the  Board  of  Directors  thereof ;  and  the  said 

,  that  he  resided  in  the 
,  in  the  State  of  New 

York;  that  he  was  Secretary  of  the  said  Interborough 
Rapid  Transit  Company  and  subscribed  his  name  to  the 
foregoing  acceptance  by  like  authority;  and  both  the  said 

and  the  said 
,  that  they  knew 

the  seal  of  the  said  Interborough  Eapid  Transit  Company ; 
that  the  seal  affixed  to  such  acceptance  was  such  seal,  and 
that  the  same  was  affixed  to  the  foregoing  acceptance  by 
authority  of  the  Board  of  Directors  of  the  said  Inter- 
borough Eapid  Transit  Company  and  pursuant  to  a  resolu- 
tion adopted  by  the  said  Board. 


58 


THE  CITY  OF  NEW  YORK, 

BY  THE   PUBLIC    SERVICE    COMMISSION 
FOR  THE   FIRST   DISTRICT, 

WITH 


Interboroiigh  Rapid  Transit  Company 

LESSEE   AND   GRANTEE 


SUPPLEMENTARY      AGREEMENT 


TRACKAGE  RIGHTS 

SEVENTH    AVENUE-LEXINGTON    AVENUE    LINE, 

WHITE   PLAINS   ROAD   LINE   AND 

STEINWAY  TUNNEL  LINE 


Dated    March  19th,    1913 


The  City  ol  New  York,  by  the  Public  service 

Commission  for  the  First  District 


WITH 


Interborongh  Rapid  Transit  Company 


LESSEE    AND   GRANTEE 


SUPPLEMENTARY      AGREEMENT 


TRACKAGE  RIGHTS 

SEVENTH-LEXINGTON  AVENUE  LINE 

WHITE  PLAINS  ROAD  LINE 

STEINWAY  TUNNEL  LINE 


March    19,     1913 

[NoiE.     Marginal  notes,  running  headlines,  table  of  contents  and  index  do 
not  form  part  of  contract.] 


TABLE  OF  CONTENTS 


PAGE 

Recitals    ! 

I.     Grant  of  Trackage  Rights   over  Portions  of  Routes  Described : 

Subdivision  II  of   Lexington  Avenue  Branch 3 

White  Plains  Road  Line 4 

Steinway  Tunnel  Line 4 

Period  of  Grant 5 

II.     Operation  by  Grantee  before  Lessee  is  Ready 6 

III.  Joint  Operation  by  Grantee  with  New  York  Municipal  Railway 

Corporation    8 

IV.  Joint  Operation  by  Grantee  and  Lessee 8 

V.     Expenses  Borne  by  Each  Operator 10 

VI.     Joint   Operation   by    Grantee,   Lessee   and    New   York   Municipal 

Railway  Corporation 10 

VII.     Rental  Charged  Grantee  by  Lessee  during  Joint  Operation 11 

VIII.     Rental  during  Joint  Operation  with  New  York  Municipal  Rail- 
way   Corporation 12 

IX.     Intent  of  Agreement 13 

X.     Modification    14 

XI.     Arbitration     14 

XII.     Binding  Effect  as  to  Successors  and  Assigns 14 

Testimonium    15 

Approval  of  Corporation  Counsel 16 

Acknowledgments    17,  18 


'• 


RECITALS 


AGREEMENT  made  this  19th  day  of  March  Parties 
1913,  between  THE  CITY  OF  NEW  YORK,  here- 
inafter called  the  "City",  acting  by  the 
PUBLIC  SERVICE  COMMISSION  FOR  THE  FIRST  DIS- 
TRICT, hereinafter  called  the  "Commission",  party 
of  the  first  part,  and  INTERBOROUGH  RAPID  TRANSIT 
COMPANY,  a  corporation  existing  under  the  laws 
of  the  State  of  New  York,  hereinafter  called  the 
" Interborough  Company",  as  Grantee  under  the 
Certificate  hereinafter  mentioned  and  as  Lessee 
under  the  Subway  Contract  hereinafter  men- 
tioned, party  of  the  second  part. 

WHEREAS  the  City,  acting  by  the  Commission,  Subway 
and  the  Interborough  Company  have  entered  or  Contract 
are  about  to  enter  into  a  certain  contract  for  the 
construction  by  the  City  and  for  the  equipment, 
maintenance  and  operation  by  the  Interborough 
Company  of  certain  additional  or  proposed  rapid 
transit  railroads  described  in  said  contract  and 
known  and  hereinafter  referred  to  as  the  Seventh 
Avenue-Lexington  Avenue  Line,  Eastern  Park- 
way Line,  Steinway  Tunnel  Line  and  White 
Plains  Road  Line,  in  conjunction  with  the  exist- 
ing Manhattan-Bronx  and  Brooklyn-Manhattan 
Rapid  Transit  Railroads  now  operated  by  the 
Interborough  Company,  which  said  contract  is 
hereinafter  called  the  "Subway  Contract"  and  to 
which  reference  is  hereby  made  as  if  the  same 
were  herein  fully  set  forth,  the  Interborough 
Company  as  Lessee  under  the  Subway  Contract 
being  hereinafter  called  the  "Lessee";  and 

WHEREAS    the   Interborough    Company    is    the  Existing 
operator  and  lessee  of  all  the  railroads,  property,  Risht  & 
rights  and  franchises  of  the  Manhattan  Railway  °perate 
Company,  a  corporation  existing  under  the  laws 
of  the  State  of  New  York,  which  said  railroads 
are    hereinafter    called    the    "Manhattan    Rail- 


RECITALS 


Elevated 
Extensions 


Reserva- 
tions in 
Subway 
Contract 


Reserva- 
tions in 
Extension 
Certificate 


road",  and  the  Commission  lias  issued  or  is 
about  to  issue  to  the  Interbo rough.  Company  a 
certificate  for  the  construction,  maintenance  and 
operation  of  certain  railroads  described  in 
said  certificate  and  known  and  hereinafter 
referred  to  as  the  Webster  Avenue  Line,  Eighth 
Avenue  and  162nd  Street  Connection,  Queens- 
boro  Bridge  Line  and  West  Farms  Subway  Con- 
nection, which  said  certificate  is  hereinafter 
called  the  "Certificate"  and  to  which  reference 
is  hereby  made  as  if  the  same  were  herein  fully 
set  forth,  the  Interborough  Company  as  grantee 
under  the  Certificate  being  hereinafter  called  the 
"Grantee";  and 

WHEREAS  the  Subway  Contract  provides  that 
the  City  reserves  the  right  for  the  Lessee,  as  the 
operator  and  lessee  of  the  Manhattan  Eailroad, 
and  for  the  successors  and  assigns  of  the  Lessee, 
to  use  the  tracks,  structures  and  line  equip- 
ment of  Subdivision  II  of  the  Lexington  Ave- 
nue Branch  of  the  Seventh  Avenue-Lexington 
Avenue  Line,  of  the  White  Plains  Eoad  Line, 
of  the  Queensboro  Bridge  Plaza  portion  of 
Subdivision  II  of  the  Steinway  Tunnel  Line 
and  of  Subdivisions  III,  IV  and  V  of  the 
Steinway  Tunnel  Line  or  of  any  of  them,  or 
of  any  Extensions  thereof,  and  the  Certificate 
also  provides,  in  Article  IX  thereof,  that  the  City 
agrees  to  provide  the  Grantee  with  trackage 
rig] its  over  such  parts  of  such  municipal  rail- 
roads, and  over  any  extensions  of  such  parts,  and 
that  the  Grantee  agrees  to  operate  over  such 
parts  in  conjunction  with  the  Railroads  author- 
ized by  the  Certificate  to  the  end  that  through 
service  may  be  provided  over  such  parts,  over 
such  Railroads  and  over  the  Manhattan  Railroad, 
the  terms  and  conditions  for  such  use  to  be  rea- 
sonable and  as  may  be  agreed  upon  between  the 


TRACKAGE   EIGHTS 


Commission,  the  Lessee  and  Grantee,  and  to  be  Provision 
embodied  in  a  written  agreement,  supplementary 


to  the  Subway  Contract,  between  the  City,  acting  Agreement 
by  the  Commission,  the  Lessee  and  Grantee  ;  and 

WHEREAS  the  Commission,  the  Lessee  and 
Grantee  have  agreed  upon  such  terms  and  condi- 
tions as  are  hereinafter  embodied  in  this  agree- 
ment, 

NOW,    THEREFORE,    THIS    AGREEMENT    WITNESSETH     Agreement 

that  the  City,  acting  by  the  Commission,  the 
Lessee  and  Grantee  hereby  mutually  agree  as 
follows  : 

ARTICLE  FIRST:  The  City  and  the  Lessee  agree 
that  the  Grantee,  its  successors  and  assigns,  shall 
have,  and  hereby  grant  to  the  Grantee  and  to  its 
successors  and  assigns,  the  right  to  use  the  tracks,  Grant  of 
structures   and  line   equipment  of  a   portion   of 
Subdivision  II  of  the  Lexington  Avenue  Branch 
of  the  Seventh  Avenue-Lexington  Avenue  Line, 
of   a   portion   of   the   White   Plains   Road  Line, 
of  the  Queensboro  Bridge  Plaza  portion  of  Sub 
division  II  of  the  Steinway  Tunnel  Line  and  of 
Subdivisions  III,  IV  and  V  of  the  Steinway  Tun- 
nel Line  or  of  any  of  them,  for  the  purpose  of 
operating  its  or  their  trains  and  cars  thereon  in 
conjunction  with  the  Railroads  authorized  by  the 
Certificate,  to  the  end  that  through  service  may  Through 
be  provided  over  such  portions,  over  such  Rail-  service 
roads  and,  so  long  as  the  Grantee,  its  successors 
or  assigns,  shall  operate  the  Manhattan  Railroad, 
over  such  Manhattan  Railroad. 

The  portion  of  Subdivision  II  of  the  Lexington  Lexington 
Avenue  Branch  of  the  Seventh  Avenue-Lexing- 
ton  Avenue  Line  upon  which  such  trackage  rights 
are  granted  is  described  as  follows: 


ROUTES  DESCRIBED 


Lexington 

Avenue 

Branch 


White 
Plains 
Road  Line 


Steinway 

Tunnel 

Line 


Beginning  at  a  point  in  the  Borough  of 
The  Bronx  in  River  Avenue  near  162nd 
Street  and  extending  thence  northerly  over 
and  along  River  Avenue  to  Jerome  Avenue 
and  thence  continuing  northerly  over  and 
along  Jerome  Avenue  and  reservoir  property 
to  a  point  in  Jerome  Avenue  at  or  near 
Woodlawn  Road. 

The  portion  of  the  White  Plains  Road  Line 
upon  which  such  trackage  rights  are  granted  is 
described  as  follows : 

Beginning  at  a  point  in  the  Borough  of  The 
Bronx  in  White  Plains  Road  near  Gun  Hill 
Road  and  thence  continuing  northerly  over 
and  along  White  Plains  Road  to  its  intersec- 
tion with  East  Two  Hundred  and  Forty-first 
Street  or  Becker  Avenue. 

The  Queensboro  Bridge  Plaza  portion  of  Sub- 
division II  of  the  Steinway  Tunnel  Line  and  Sub- 
divisions III,  IV  and  V  of  the  Steinway  Tunnel 
Line  upon  which  such  trackage  rights  are  granted 
are  described  as  follows: 

Beginning  at  a  point  in  the  Queensboro 
Bridge  Plaza  in  the  Borough  of  Queens  at  or 
near  the  easterly  building  line  of  Ely  Avenue, 
thence  continuing  easterly  over  the  Queens- 
boro Bridge  Plaza  to  a  point  at  or  about  the 
Queensboro  Bridge  Plaza  and  Jackson  Ave- 
nue where  the  line  divides,  one  line  curving 
southeasterly  over  the  Queensboro  Bridge 
Plaza  and  crossing  over  Jackson  Avenue 
to  the  Queens  Boulevard,  thence  continu- 
ing southeasterly  and  easterly  over  and 
along  the  Queens  Boulevard  to  a  point 
at  or  near  Grosman  Avenue,  thence  curving 
northeasterly  over  the  Queens  Boulevard  to 


PERIOD    OF   GRANT 

Greenpoint  Avenue,  thence  continuing  north- 
easterly over  and  along  Greenpoint  Avenue 
to  Skillman  Avenue  and  thence  continuing  in  Steinway 
a  general  easterly  direction  over  Skillman  LUW 
Avenue  and  Woodside  Avenue  to  Eoosevelt 
Avenue,  and  thence  continuing  easterly  over 
and  along  Eoosevelt  Avenue  to  Sycamore 
Avenue;  and  the  other  of  said  lines  curving 
northeasterly  over  the  Queensboro  Bridge 
Plaza  to  a  point  in  Jackson  Avenue  at  or 
near  Skillman  Place,  thence  continuing  north- 
easterly over  and  along  Jackson  Avenue  to 
Second  (formerly  Debevoise)  Avenue  and 
thence  continuing  northerly  over  and  along 
Second  Avenue  to  a  point  at  or  near  Ditmars 
Avenue. 

The  trackage  rights  for  that  portion  of  Sub-  Period  for 
division  II  of  the  Lexington  Avenue  Branch  of  Bright?" 
the    Seventh    Avenue-Lexington    Avenue    Line  are  granted 
above    described    shall   continue    from    the    date 
when   such   portion   or   any   part   thereof    shall 
be    ready    for    operation    until    the    expiration 
or    earlier    termination    of    the    Subway    Con- 
tract    as     to     the     Seventh    Avenue-Lexington 
Avenue    Line    unless    the    grant    given    by    the 
Certificate    for    the    Eighth    Avenue    and    162d 
Street  Connection  shall  be  terminated  prior  to 
the    expiration    or   termination    of   the    Subway 
Contract   as   to   the   Seventh   Avenue-Lexington 
Avenue  Line,  and  in  that  event  until  the  termina- 
tion of  such  grant. 

The  trackage   rights   for  that   portion   of   the  Period  of 
White   Plans   Eoad  Line   above   described   shall  grant 
continue  from  the  date  when  such  portion  or  any 
part  thereof  shall  be  ready  for  operation  until  the 
expiration  or  earlier  termination  of  the  Subway 
Contract  as  to  the  White  Plains  Eoad  Line  unless 
the  grant  given  by  the  Certificate  for  the  Webster 


OPERATION   BY    GRANTEE 


Period  of 

grant 


Operation 
by  Grantee 
Before 
Lessee  is 
Ready 


Compensa- 
tion 


For  use  of 
Seventh- 
Lexington 
Avenue 
Line 


Avenue  Line  shall  be  terminated  prior  to  the 
expiration  or  termination  of  the  Subway  Contract 
as  to  the  White  Plains  Eoad  Line,  and  in  that 
event  until  the  termination  of  such  grant. 

The  trackage  rights  for  the  Queensboro  Bridge 
Plaza  portion  of  Subdivision  II  of  the  Steinway 
Tunnel  Line  and  Subdivisions  III,  IV  and  V  of 
the  Steinway  Tunnel  Line  shall  continue  from  the 
date  when  such  lines  or  any  portion  thereof  shall 
be  ready  for  operation  until  the  expiration  or 
earlier  termination  of  the  Subway  Contract  as  to 
the  Steinway  Tunnel  Line  unless  the  grant  given 
by  the  Certificate  for  the  Queensboro  Bridge  Line 
shall  be  terminated  prior  to  the  expiration  or 
termination  of  the  Subway  Contract  as  to  the 
Steinway  Tunnel  Line,  and  in  that  event  until  the 
termination  of  such  grant. 

ARTICLE  SECOND:  In  the  event  that  any  of 
such  portions  of  the  municipal  railroads  de- 
scribed in  Article  First  hereof  shall  be  ready  for 
operation  and  the  Grantee  shall  be  ready 
to  operate  the  same  in  conjunction  with 
the  Railroads  authorized  by  the  Certificate 
prior  to  the  time  when  the  Lessee  shall  be  ready 
to  operate  such  portion  or  portions,  then  the 
Grantee  shall,  until  the  Lessee  shall  begin  to  oper- 
ate such  portion  or  portions,  maintain  and  operate 
such  portion  or  portions  in  conjunction  with 
such  Railroads  and  shall  collect  all  fares  and 
other  revenue  therefrom,  and  shall  pay  all  ex- 
penses of  operation  enumerated  in  Articles 
Fourth  and  Fifth  hereof,  and  shall  credit  to  the 
Lessee  at  monthly  intervals  as  compensation  for 
the  use  of  such  portion  or  portions  the  following 
sums : 

(a)  As  compensation  for  the  use  of  such 
portion  or  portions  of  the  Seventh  Avenue-Lex- 
ington Avenue  Line  and  of  the  White  Plains 


OPERATION   BY    GBANTEE 

Eoad  Line  a  sum  equal  to  one-twelfth  of  six  per  For  use  of 
centum   (1/12  of  6%)   of  four-tenths    (4/10)   of  p^ 
the  cost  of  construction  and  cost  of  equipment  Road  Line 
(exclusive  of  rolling  stock  and  that  portion  of 
Equipment  required    for  the  generation,  trans- 
mission, conversion  and  distribution  of  power  up 
to  the  contact  rails  and  the  local  lighting  and 
power  circuits)  of  such  portion  or  portions. 

(b)  As  compensation  for  the  use  of  such  F°r. use  of 
portion  or  portions  of  the  Steinway  Tunnel  Tunnel 
Line  a  sum  equal  to  one-twelfth  of  six  per  Line 
centum  (1/12  of  6%)  of  one-quarter  of  the  cost 
of  construction  and  cost  of  equipment  (exclusive 
of  rolling  stock  and  that  portion  of  Equipment 
required  for  the  generation,  transmission,  con- 
version and  distribution  of  power  up  to  the  con- 
tact rails  and  the  local  lighting  and  power  cir- 
cuits) of  such  portion  or  portions,  except  that 
one-half  of  such  sum  to  be  credited  as  compensa- 
tion on  account  of  one-quarter  of  the  cost  of 
construction  shall  be  credited  only  for  such 
months  as  the  revenue  of  the  Grantee  as  defined 
in  Article  XII  of  the  Certificate  shall  exceed  the 
amount  of  the  deductions  specified  in  Paragraphs 
1  to  8,  inclusive,  of  said  Article  XII,  and  then 
only  up  to  the  amount  of  such  excess;  but  any 
deficits  in  the  payment  of  such  one-half  shall  be  Deficits 
cumulative  and  shall  bear  simple  interest  and 
shall  be  credited  to  the  Lessee  whenever  the  ex- 
cess of  such  revenue  over  such  deductions  shall 
permit  before  any  payment  is  made  to  the  City 
under  said  Article  XII. 

Such  cost  of  construction  and  cost  of  equip-  Cost  of 
ment  shall  be  determined  in  the  manner  provided  c.onstruc- 

•     ^     o  -u          n  tlon  and 

in  the  Subway  Contract.  equipment 

The  Grantee  shall,  solely  at  its  own  cost  and  DUty  Of 
expense,  during  the  period  when  it  shall  so  main-  Grantee  as 
tain  and  operate  such  portion  or  portions  of  such  in 

municipal  railroads,  keep  such  portion  or  portions 


JOINT    OPERATION 


Mainte- 
nance 


Joint 
Operation 
with  New 
York  Mu- 
nicipal 
Railway 
Corpora- 
tion 


Division  of 
Revenue  be- 
tween 
Lessee  and 
Grantee 


Ton 
mileage 


and  the  Equipment  therefor  and  each  and  every 
part  thereof  in  thorough  repair  and  shall  restore 
and  replace  every  part  thereof  which  may  wear 
out  so  that  at  the  end  of  said  period  such  portion 
or  portions  shall  be  in  as  thoroughly  good  and 
solid  condition  as  at  the  beginning  of  such  period, 
reasonable  wear  and  tear  excepted. 

ARTICLE  THIRD:  If  the  Grantee  in  the  event 
specified  in  Article  Second  hereof  shall  operate 
such  portion  or  portions  of  the  Steinway  Tunnel 
Line  jointly  with  the  New  York  Municipal  Rail- 
way Corporation  pursuant  to  a  certain  supple- 
mentary agreement  entered  or  about  to  be  en- 
tered into  between  the  City,  acting  by  the  Com- 
mission, Interborongh  Company  and  the  said 
New  York  Municipal  Railway  Corporation,  prior 
to  operation  thereon  by  the  Lessee,  the  Grantee 
shall  receive  all  the  revenue  and  payments  (ex- 
cept the  rentals  specified  in  Articles  Eighth, 
Ninth  and  Tenth  of  said  supplementary  agree- 
ment) and  make  all  the  payments  which  the  In- 
terborough  Company  is  to  receive  or  make  under 
said  supplementary  agreement,  crediting  com- 
pensation for  the  use  of  such  portion  or  portions 
to  the  Lessee  as  provided  in  Article  Second 
hereof. 

ARTICLE  FOURTH  :  After  the  beginning  and  dur- 
ing the  continuance  of  joint  operation  by  the 
Lessee  and  Grantee  on  any  of  such  portions 
of  the  municipal  railroads  described  in  Arti- 
cle First,  the  Lessee  shall  collect  all  fares 
and  other  train  revenue  (except  advertising)  and 
all  station  revenue  of  such  portion  or  portions 
operated  jointly  and  shall  credit  to  the  Grantee  at 
monthly  intervals  such  proportion  of  the  same  as 
the  ton  mileage  of  the  Grantee's  train  service  on 
such  portion  or  portions  during  the  preceding 
month  shall  bear  to  the  combined  ton  mileage  of 


BEVENUES  AND  EXPENSES 

the  train  service  of  both  the  Lessee  and  the  Gran-  Expenses 
tee  on  such  portion  or  portions  during  such  pre-  ^Grante 
ceding  month,  and  shall  charge  to  the  Grantee  at 
monthly  intervals  the  same  proportion  of  the  fol- 
lowing expenses : 

(a)  All    rentals    actually    and   necessarily  Rentais 
payable  by  the  Lessee  for  the  use  of  property 

in  connection  with  the  tracks,  structures  and 
line  equipment  (as  line  equipment  is  denned 
in  paragraph  (c)  of  this  Article)  of  such 
portion  or  portions  under  contracts  or  leases 
approved  by  the  Commission  and  not  charge- 
able to  operating  expenses. 

(b)  Taxes,  if    any,  on    property    actually  Taxes 
and  necessarily  used  in  the  operation  of  such 
portion  or  portions,  together  with  taxes  and 
other  governmental  charges  of  every  descrip- 
tion assessed  or  which  may  hereafter  be  as- 
sessed against  the  Lessee  in  connection  with 

or  incident  to  the  operation  of  such  portion 
or  portions  exclusive  of  taxes  on  rolling  stock 
and  on  that  portion  of  Equipment  required 
for  generation,  transmission,  conversion  and 
distribution  of  power  up  to  the  contact  rails 
and  the  local  lighting  and  power  circuits. 

(c)  Maintenance    (including  depreciation)   Mainte- 
of    tracks,    structures    and    line    equipment, 

such  line  equipment  being  defined  as  all  tion 
Equipment  belonging  to  such  portion  or  por- 
tions exclusive  of  rolling  stock  and  that  por- 
tion of  Equipment  required  for  generation, 
transmission,  conversion  and  distribution  of 
power  up  to  the  contact  rails  and  the  local 
lighting  and  power  circuits. 

(d)  Cost  of  powder  supplied  by  the  Lessee,  Cost  of 
which  shall  be  charged    at    the  actual  cost  pS 
without  profit,  but  including  taxes,  interest,  Lessee 

9 


REVENUES  AXD  EXPENSES 


•r    sup- 
plied by 

Lessee 


Expense  of 
[•"are   Col- 
lection,  etc. 

Damages 
for  acci- 
dents 


General 
expenses 


\\  a.ues  of 
train 
crews,  etc. 


During 
joint  opera- 
tion with 
New  York 
Municipal 
Railway 
Corpora- 
tion 


amortization  and  depreciation  on  that  por- 
tion of  the  Equipment  and  Existing  Equip- 
ment (as  denned  in  the  Subway  Contract) 
required  for  the  generation,  transmission, 
conversion  and  distribution  of  power  up  to 
the  contact  rails  and  the  local  lighting  and 
power  circuits. 

(e)  All  expenses  in  connection  with  the  col- 
lection of  fares  and  other  train  revenue  at 
stations. 

(f)  Damages  for  accidents  to  persons  or 
property  (including  personal  injury  claims) 
occurring  on  such  portion  or  portions. 

(g)  General  expenses,  which  for  the  pur- 
poses of  this  Article  shall  be  taken  as  ten 
per  centum  (10%)  of  each  of  the  preceding 
items  (a),  (b),  (c),  (d),  (e)  and  (f). 

ARTICLE  FIFTH  :  The  Lessee  and  Grantee, 
after  the  beginning  and  during  the  continuance 
of  such  joint  operation  by  the  Lessee  and  Grantee 
on  any  of  such  portions  of  such  municipal  rail- 
roads, shall  each  bear  the  following  expenses  in 
connection  with  its  own  operation  over  such  por- 
tion or  portions  operated  jointly: 

Wages  of  train  crews  and  other  em- 
ployees engaged  exclusively  in  conducting  its 
train  service  and  the  cost  of  labor  and  mate- 
rials required  in  the  care  and  maintenance 
of  its  cars. 

ARTICLE  SIXTH  :  After  the  beginning  and  dur- 
ing the  continuance  of  joint  operation  by  the 
Lessee  and  Grantee  and  the  New  York  Municipal 
Railway  Corporation  pursuant  to  said  sup- 
plementary agreement  entered  or  about  to  be  en- 
tered into  between  the  City,  the  Interborough 
Company  and  the  New  York  Municipal  Railway 


10 


RENTAL 

Corporation,  of  any  portion  or  portions  of  the 
Steinway  Tunnel  Line,  the  procedure  as  to  di- 
vision of  the  revenue  and  expenses  mentioned  in  Division  of 

revenue 

Articles  Fourth  and  Fifth  hereof  between  the  and 
Lessee  and  Grantee  in  respect  to  such  portion  or  expenses 
portions  of  the  Steinway  Tunnel  Line  operated 
jointly  by  the  Lessee,  Grantee  and  said  New  York 
Municipal  Eailway  Corporation  shall  be  the  same 
as  prescribed  in  Articles  Fourth  and  Fifth 
hereof,  except  that  such  revenue  and  expenses 
shall  be  deemed  to  be  that  portion  of  the  revenue 
and  expenses  not  belonging  to  or  chargeable 
against  the  New  York  Municipal  Railway  Cor- 
poration under  the  terms  of  said  supplementary 
agreement. 

ARTICLE  SEVENTH  :    At  the  end  of  each  quarter  Rental 
year  ending  March  31st,  June  30th,   September  Qhraarngt^  t 
30th  and  December  31st,  after  the  beginning  and  Lessee 
during  the  continuance  of  such  joint  operation 
by  the  Lessee  and  Grantee  on  any  of  such  por- 
tions of  the  Seventh  Avenue-Lexington  Avenue 
Line  and  of  the  White  Plains  Eoad  Line,  the 
Lessee  shall  charge  the  Grantee  with  an  amount 
as  rental  equal  to  one-quarter  of  six  per  centum 
(i/4    of    6%)    on    such    proportion    of    the    cost 
of    construction    and    cost    of    equipment     (ex- 
clusive   of    rolling    stock    and    that    portion    of 
Equipment   required   for   the   generation,   trans- 
mission, conversion  and  distribution  of  power  up 
to  the  contact  rails  and  the  local  lighting  and 
power  circuits)    of  such  portion  or  portions  of 
such  municipal  railroads  operated  jointly  as  the 
ton  mileage  operated  by  the  Grantee  on  such  por-  Relative 
tion  or  portions  during  such  quarter  year  bears  ton  mileage 
to   the  total  ton  mileage   operated  by  both   the  quarter-year 
Lessee  and  Grantee  on  such  portion  or  portions 
during  such  quarter-year. 

At  the  end  of  each  quarter-year  ending  March 
31st,  June  30th,  September  30th  and  December 

11 


EEXTAL 


Rental  on 
Steimvay 
Tunnel 
Line 


Deficits 
Cumulative 


Cost  of 
construction 
and  equip- 
ment 


31st,  after  the  beginning  and  during  the  continu- 
ance of  such  joint  operation  by  the  Lessee  and 
Grantee  on  any  portion  or  portions  of  the 
Steinway  Tunnel  Line,  except  as  provided  in 
Article  Eighth,  the  Lessee  shall  charge  the 
Grantee  with  an  amount  as  rental  equal  to  one- 
quarter  of  six  per  centum  (14  of  6%)  on  such  pro- 
portion of  the  cost  of  construction  and  cost  of 
equipment  (exclusive  of  rolling  stock  and  that 
portion  of  Equipment  required  for  the  genera- 
tion, transmission,  conversion  and  distribution  of 
power  up  to  the  contact  rails  and  the  local  light- 
ing and  power  circuits)  of  such  portion  or  por- 
tions of  the  Steinway  Tunnel  Line  operated 
jointly  as  the  ton  mileage  operated  by  the 
Grantee  on  such  portion  or  portions  during  such 
quarter-year  bears  to  the  total  ton  mileage  oper- 
ated by  both  the  Lessee  and  Grantee  on  such 
portion  or  portions  during  such  quarter  year,  ex- 
cept that  one-half  of  such  amount  chargeable  to 
the  Grantee  as  rental  on  account  of  the  cost  of 
construction  of  such  portion  or  portions  shall  be 
charged  only  for  such  quarter  years  as  the  reve- 
nue of  the  Grantee  as  defined  in  Article  XII  of 
the  Certificate  shall  exceed  the  amount  of  the 
deductions  specified  in  paragraphs  1  to  8,  in- 
clusive, of  said  Article  XII,  and  then  only  up  to 
the  amount  of  such  excess ;  but  any  deficits  in  the 
payment  of  such  one-half  shall  be  cumulative  and 
shall  bear  simple  interest  and  shall  be  charged  to 
the  Grantee  whenever  the  excess  of  such  revenue 
over  such  deductions  shall  permit  before  any 
payment  is  made  to  the  City  under  said  Arti- 
cle XII. 

Such  costs  of  construction  and  costs  of  equip- 
ment shall  be  determined  in  the  manner  provided 
in  the  Subwaj7  Contract. 

ARTICLE  EIGHTH:  At  the  end  of  each  quarter 
year  ending  March  31st,  June  30th,  September 


12 


KENTAL 


30th  and  December  31st,  after  the  beginning  and 
during  the  continuance  of  joint  operation  by  the  Ren.tal 
Lessee  and  Grantee  and  the  New  York  Municipal  j<Jlnt 


Railway   Corporation  pursuant   to    said   supple-  tion  with 

A  1,          J.    ,  J      NeW   Y°rk 

mentary  agreement  entered  or  about  to  be  entered  Municipal 
into  between  the  City,  Interborough  Company  and  Railway 
said  New  York  Municipal  Railway  Corporation,  of 
any  portion  or  portions  of  the  Steinway  Tunnel 
Line,  the  Lessee  shall  charge  the  Grantee  with  an 
amount  as  rental  equal  to  one-quarter  of  six  per 
centum  (*4  of  6%)  of  such  proportion  of  one- 
half  (y2)  the  cost  of  construction  and  cost  of 
equipment  (exclusive  of  rolling  stock  and  that 
portion  of  Equipment  required  for  the  genera- 
tion, transmission,  conversion  and  distribution  of 
power  up  to  the  contact  rails  and  the  local  light- 
ing and  power  circuits)  of  such  portion  or  por- 
tions as  the  ton  mileage  operated  by  the  Grantee 
on  such  portion  or  portions  during  such  quarter 
year  bears  to  the  total  ton  mileage  operated  by 
both  the  Lessee  and  Grantee  on  such  portion  or 
portions  during  such  quarter  year,  except  that 
one-half  of  such  amount  chargeable  as  rental  on 
account  of  the  cost  of  construction  shall  be 
charged  only  for  such  quarter  years  as  the  reve- 
nue of  the  Grantee  as  defined  in  Article  XII  of 
the  Certificate  shall  exceed  the  amount  of  the  de- 
ductions specified  in  paragraphs  1  to  8,  inclusive, 
of  said  Article  XII,  and  then  only  up  to  the 
amount  of  such  excess  ;  but  any  deficits  in  the 
payment  of  such  one-half  shall  be  cumulative  and 
shall  bear  simple  interest  and  shall  be  charged  to 
the  Grantee  whenever  the  excess  of  such  revenue 
over  such  deductions  shall  permit  before  any 
payment  is  made  to  the  City  under  said  Article 
XII.  Such  cost  of  construction  and  cost  of  equip- 
ment shall  be  determined  in  the  manner  provided 
in  the  Subway  Contract. 

ARTICLE  NINTH  :    It  is  the  intent  of  this  agree-  Intent  of 

agreement 

13 


INTENT  OF  AGREEMENT 

ment  to  permit  the  Lessee  and  Grantee  each  to 
conduct  such  a  service  over  the  lines  operated 
intent  of  jointly  as  may  be  required  for  its  traffic,  subject, 
in  the  case  of  such  portion  or  portions  of  the 
Steinway  Tunnel  Line,  to  the  rights  of  said  New 
York  Municipal  Eailway  Corporation  under  said 
supplementary  agreement  above  mentioned,  and 
to  provide  that  so  far  as  possible  each  shall  pay 
directly  the  operating  expenses  incurred  in  the 
operation  of  its  trains,  and  to  provide  that  where 
operating  expenses  are  necessarily  a  joint  ex- 
pense these  expenses  shall  be  apportioned  on  a 
basis  which  is  just  and  reasonable,  and  that 
where  either  the  Lessee  or  the  Grantee  furnishes 
services,  the  one  for  the  other,  such  services  shall 
be  charged  for  at  the  actual  cost  to  the  party 
furnishing  the  services. 

Modification  ARTICLE  TENTH  :  If  after  the  expiration  of  six 
month"*  (6)  months  of  joint  operation  or  at  any  time  or 
times  thereafter  the  terms  of  this  agreement 
shall  be  found  to  be  inequitable  or  to  depart 
from  the  intent  hereof,  then  such  terms  shall  be 
changed,  altered  or  supplemented  by  such  modify- 
ing agreements  as  shall  be  necessary  for  the  pur- 
pose of  carrying  out  the  intent  hereof,  and  the 
parties  hereto  agree  to  enter  into  such  agree- 
ments. 

Arbitration  ARTICLE  ELEVENTH:  In  case  any  question  or 
dispute  shall  arise  as  to  the  meaning  or  applica- 
tion of  any  of  the  provisions  of  this  agreement 
or  as  to  any  other  matter  hereunder,  including 
any  question  or  dispute  under  Article  Tenth, 
such  question  or  dispute  shall  be  determined  by 
arbitration  or  by  the  court  in  the  manner  pro- 
vided in  the  Subway  Contract. 

-sors  ARTICLE  TWELFTH  :  This  agreement  shall  bind 
the  parties  hereto  and  their  respective  successors 
and  assigns. 

14 


TESTIMONIUM 


IN  WITNESS  WHEREOF,  the  Commission  acting 
for  the  City  has  caused  its  official  seal  to  be  hereto 
affixed  and  attested  by  its  Secretary  and  these 
presents  to  be  signed  by  its  Chairman,  and  the 
Interborough  Company  has  caused  these  presents 
to  be  executed  under  its  corporate  seal  by  its 
proper  officers  thereunto  duly  authorized,  the  day 
and  year  first  above  written. 

PUBLIC  SERVICE  COMMISSION  FOR 
THE  FIRST  DISTRICT 


[Seal  of  By  EDWAED  E. 

Commission]  Chairman 

Attest  : 

TRAVIS  H.  WHITNEY 

Secretary 

INTERBOROUGH  RAPID  TRANSIT  COM- 
PANY 

[Seal  of  By  T.  P.  SHONTS 

ComPan^  President 

Attest  : 

H.  M.  FISHER 

Secretary 


15 


CORPORATION  COUNSEL 
APPROVAL  BY  CORPORATION  COUNSEL. 

The  foregoing  agreement  is  hereby  approved  as 
to  form. 

Dated,  New  York,  March  19,  1913. 
JOHN  L.  O'BRIEN, 

Acting  Corporation  Counsel 


16 


ACKNOWLEDGMENT 

STATE  OF  NEW  YORK,| 
County  of  New  York,j 

On  this  19th  day  of  March,  1913  before  me 
personally  appeared  EDWARD  E.  MC€ALL  and 
TRAVIS  H.  WHITNEY,  to  me  known  and  known 
to  me  to  be  the  said  Edward  E.  McCall,  the 
Chairman,  and  the  said  Travis  H.  Whitney,  the 
Secretary,  of  the  Public  Service  Commission 
for  the  First  District;  and  the  said  Edward 
E.  McCall  and  Travis  H.  Whitney,  being  by  me 
duly  sworn,  did  depose  and  say,  each  for  himself 
and  not  the  one  for  the  other,  the  said  Edward  E. 
McCall,  that  he  resides  in  the  Borough  of  Man- 
hattan in  the  City  of  New  York,  that  he  is  the 
Chairman  of  the  Public  Service  Commission  for 
the  First  District,  and  that  he  signed  his  name  to 
the  foregoing  instrument  by  virtue  of  the  author- 
ity thereof ;  and  the  said  Travis  H.  Whitney,  that 
he  resides  in  the  Borough  of  Brooklyn,  in  the 
County  of  Kings,  in  the  City  and  State  of  New 
York,  that  he  is  the  Secretary  of  the  said  Com- 
mission, and  that  he  subscribed  his  name  thereto 
by  like  authority;  and  both  the  said  Edward  E. 
McCall  and  Travis  H.  Whitney,  that  they  know 
the  seal  of  the  said  Commission,  that  the  seal 
affixed  to  the  foregoing  instrument  is  such  seal, 
and  that  it  was  so  affixed  by  the  authority  of  the 
said  Commission  and  of  a  resolution  duly  adopted 
by  the  Commission. 

HOWARD  A.  BUTLER 
Notary  Public  No.  186 

New  York  County 
[Notarial 

"   Seal] 


17 


ACKNOWLEDGMENT 

STATE  OF   NEW  YORK,| 
County  of  New  YorkJ 

On  the  19th  day  of  March,  1913,  before  me 
personally  appeared  Theodore  P.  Shonts  and 
H.  M.  Fisher,  to  me  known  and  known  to  me  to 
be  the  said  Theodore  P.  Shouts,  the  President, 
and  the  said  H.  M.  Fisher,  the  Secretary  of 
Interborough  Eapid  Transit  Company,  the  cor- 
poration named  in  the  foregoing  agreement,  and 
they  being  by  me  duly  sworn,  did  depose  and  say, 
each  for  himself  and  not  the  one  for  the  other,  the 
said  Theodore  P.  Shonts  that  he  resides  in  the 
Borough  of  Manhattan,  in  the  City,  County  and 
State  of  New  York,  that  he  is  the  President  of 
the  said  Interborough  Eapid  Transit  Company 
and  that  he  subscribed  his  name  to  the  foregoing 
agreement  by  virtue  of  the  authority  thereof; 
and  the  said  H.  M.  Fisher  that  he  resides  in 
Plainfield,  in  the  State  of  New  Jersey,  that  he  is 
the  Secretary  of  the  said  Interborough  Eapid 
Transit  Company  and  that  he  subscribed  his  name 
thereto  by  like  authority;  and  both  the  said 
Theodore  P.  Shonts  and  H.  M.  Fisher  that  they 
know  the  seal  of  the  said  Interborough  Eapid 
Transit  Company  and  that  the  same  was  affixed 
to  the  foregoing  agreement  by  the  authority  of 
the  Board  of  Directors  of  the  said  Interborough 
Eapid  Transit  Company  and  of  a  resolution  duly 
adopted  by  said  Board. 

HOWAED  A.  BUTLEE 

Notary  Public  No.  186 

New  York  County 
[Notarial 
Seal] 


18 


INDEX. 


Subdi- 

Art.       vision      Page 
ARBITRATION: 

Of    disputes    arising    under    this    agreement XIII     ....  11 

As  to  terms  and  conditions  of  use  of  Extensions XIV     ....  11 

CITY: 

Defined    •  • •  -  1 

COMMISSION  : 

Denned    •  1 

Approval  of  joint  arrangement  as  to  fares  at  stations V           a  « 

Ibid     VII           c  8 

Determination  as  to  modification  of  this  agreement XII     ....  11 

Agreement  upon  terms  for  use  of  Extensions XIV     ....  11 

CONSTRUCTION: 

Denned    I     3 

Payment  of  percentage  on  cost  of,  as  rental IX     ....  y 

Cost   of,   how    determined IX      ....  » 

DAMAGES: 

As  an  expense  to  be  apportioned  between  the  two  companies  VI           e  7 

Liability   of    each    company    for    certain VII           b  8 

DEFICITS: 

In    payment    of   additional    revenue   shall   be   cumulative....  IX     ....  9 

DEFINITIONS  : 

City    1 

Commission     1 

Construction     I      ....  3 

Equipment     I      ....  3 

Interborough    Company 1 

Interborough     Contract ....      ....  1 

Line    Equipment VI            o  7 

Railway  Contract 1 

Railway    Corporation 1 

DEPRECIATION: 

As  an  expense  to  be  apportioned  between  the  two  companies .  VI           c  7 

EMPLOYEES: 

Joint,    provision    as    to II      ....  5 

As  expense  to  be  borne  by  each  company VII           a  8 

EQUIPMENT  : 

Denned     I     j 

Line,   defined VI           c  7 . 

Grant  of  use  of  line I      ....  3 

Cost  of  line,  how  ascertained VIII  8 


II  INDEX 

Subdi- 

Art.  vision      Page- 
EXPENSES : 

Apportionment    of,     between    the    two    companies VI  ....                 6 

Certain,   to  be   borne   by   each   company VII  .... 

Intent  of  agreement  as  to  apportionment  of  joint  operating.  .  XI  ....              10 

EXTENSIONS: 

Agreement  not  applicable  to  any   Extensions XIV  ....              11 

FARES : 

Collection  of,   on  lines  operated  jointly V  ....                G 

Expenses  of  collection   of VII  c                8 

INTENT: 

Of   this   agreement,   as    to   control   of   trains   and   apportion- 
ment   of    operating    expenses XI  ....              10 

IXTERBOROUGH    COMPANY: 

Denned     1 

Recitals    as    to    Interborough    Contract 1-2 

Grant    of    trackage    rights    by I  ....                2 

Control   over  operation  of  trains,   etc II  ...                4 

Control    over    operation    of    towers,    signals,    etc Ill  ....                 5 

Payments    to,    by    Railway    Corporation,    on    account    of    ex- 
penses       VI  ....                 6 

Expenses  to  be  borne  by VII  ....                8 

Payment  of  rental   to VIII-X      8-10 

INTERBOROUGH   CONTRACT: 

Defined     1 

Reservation  of  trackage  rights  in 2 

IXTERBOROUGH  RAPID  TRANSIT   Co. : 

As  the   "Interborough  Company"   under  this   Agreement 1 

INTERLOCKING  TOWERS: 

Control    over    operation    of Ill  ....                5 

LINE   EQUIPMENT: 

Defined     VI  c               7 

Payment  of  percentage  on  cost  of,  as  rental VIII  ....                8 

Cost    of,    how    ascertained VIII  ....                8 

MAINTENANCE: 

As    an    expense    to    be    apportioned    between    the    two    com- 
panies      VI  c               7 

MODIFICATION: 

Of   this   agreement XII  ....              10 

XE\V   YORK   MUNICIPAL  RAILWAY   CORPORATION: 

As   the   "Railway   Corporation"   under   this   agreement 1 

OPERATION: 

Control   of,   of   Railway   Corporation's   cars,   by   Interborough 

Company     II  ....                4 

Of    trains    and    cars,    control    of,    by    Interborough    Company  II  ....                 4 

Of  interlocking  towers,   signals,   etc Ill  ....                5 

Of    interlocking    towers    and    signals Ill  ....                5 

Equal   facilities   for IV  ....                5 

Equal    use    of    facilities    for IV  ....                5 

Expenses  of,  as  apportionable  between  the  two  companies....  VI  f               8 

Over  portion,  before  whole  line  is  completed X  ....                9 

Intent  of  agreement  as  to  control  over XI  ....              10 


INDEX  III 

Subdi- 

Art.       vision      Page 
PAYMENTS: 

By   Railway   Corporation  to  Interborough  Company  of  a   pro- 
portion   of    expenses,    on    a    ton-mileage    basis VI      ....  6 

By   Railway   Corporation   to  Interborough   Company,   of  rental        VIII-X      ....          8-10 

POWER: 

Cost    of,    as    an    expense   to   be   apportioned   between    the   two 

companies     VI  d  7 

RAILWAY  CONTRACT: 

Recital     as     to 1 

Reservation    of    trackage    rights    in 2 

RAILWAY  CORPORATION: 

Denned     1 

Recital    as    to    Railway    Contract 1-2 

Grant  of  trackage  rights  to I      ....  2 

Control    of    operation    of    cars II      ....  4 

Control    over    operation    of    towers,    signals,    etc Ill      ....  5 

To    Interborough    Company,    on    account    of    expenses VI      ....  6 

Certain   expenses   to   be   borne   by VII      ....  8 

Payment   of   percentage   on   cost   of  line   equipment,   as   rental  VIII      ....  8 

Payment  of  percentage  on  cost   of  construction,  as  rental ....  IX      ....  9 

RENTAL: 

As    an    expense    to    be    apportioned    between    the    two    com- 
panies      VI  a  6 

Payment   of   percentage   of  cost   of   line   equipment   as,    to   In- 
terborough   Company,    by    the    Railway    Corporation VIII      ....  8 

Payment    of   percentage   of   cost   of   construction   as IX      ....  9 

Additional,    in    certain    contingencies IX      ....  9 

REVENI E : 

Division    of,    from    lines    operated    jointly V      ....  6 

Expt-nse    of   collecting   train VII  c  8 

SERVICE  : 

Operation  of,   such   as  traffic  of  each   company   may   require..  IV      ....  5 

SIGNALS   AND   SIGNAL    DEVICES: 

Control    of Ill      ....  5 

STEIXXVAY   TTXXEL    LINE: 

Recital    as    to 1 

Recital    as    to    reservation    of    trackage    rights   over 2 

Drant    of    right    to    use    tracks,    structures    and     Line    Equip- 
ment   of    portion    of I      ....  3 

Subdivisions    of,    described I      ....  3-4 

Term    of    grant I      ....  4 

Payment    of    percuit;ige    on    cost    of    line   equipment    and    con- 
struction   of    portions    of,    as    rental VIII-X      ....  8-10 

Operation    of    portion    of.    before    whole    is    completed X      ....  9 

Agreement    not    applicable   to    Extensions XIV      ....  11 

STICI  ( TI  KE-;  : 

(Jrant    of    right    of    use    of I 


IV  INDEX 

Subdi- 

Art.      vision     Page 
TIME  : 

Period   of  grant   of   trackage   rights,    etc 


TRACKAGE  RIGHTS: 

Grant  of,  to  Railway  Corporation I     ....  2 

Period   of   grant I     ....  4 

TRAINS  : 

Extent  of  control   of   joint   operation  by   Interborough   Com- 
pany      II      ....  4 

Intent  of  agreement  as  to  specific  control  over XI     ....  10 

WAGES  : 

Of  train  crews,  as  an  expense  to  be  borne  by  each  company.  VII  a  8 


THE  CITY  OF   NEW  YORK 

BY    THE     PUBLIC     SERVICE     COMMISSION 
FOR   THE    FIRST   DISTRICT 


WITH 


INTERBOROUGH  RAPID  TRANSIT  COMPANY 


AGREEMENT 


FOR  CONSTRUCTION  AND  FOR  TEMPORARY 
OPERATION  OF  STEINWAY  TUNNEL 


Dated  ,  1913. 


I.1327—50 — July,  '13.    (T) 


Agreement  entered  into  this  day  of 

July,  1913,  between  THE  CITY  OF  NEW  YORK  (here- 
inafter referred  to  as  "the  City")  acting  by  the 
Public  Service  Commission  for  the  First  District 
(hereinafter  referred  to  as  "the  Commission") 
party  of  the  first  part,  and  INTEEBOEOTJGH  RAPID 
TRANSIT  COMPANY,  a  corporation  organized  and 
existing  under  the  laws  of  the  State  of  New  York 
(hereinafter  referred  to  as  "the  Lessee")  party 
of  the  second  part,  WITNESSETH 

WHEREAS  heretofore  and  on  or  about  the  19th 
day  of  March,  1913,  the  City,  acting  by  the  Com- 
mission, entered  into  a  contract  with  the  Lessee 
for  the  equipment,  maintenance  and  operation  of 
additional  rapid  transit  railroads,  which  contract 
is  hereinafter  referred  to  as  "the  operating  con- 
tract"; and 

WHEREAS  in  and  by  the  operating  contract  pro- 
vision is  made  for  the  construction  by  the  Lessee 
of  a  railroad  upon  the  route  of  the  Steinway  Tun- 
nel and  for  the  assignment  of  the  railroad  par- 
tially constructed  upon  such  route  by  or  on  ac- 
count of  The  New  York  and  Long  Island  Eailroad 
Company,  first  by  the  Trustees  of  said  Company 
to  the  Lessee  and  then  by  the  Lessee  to  the  City, 
all  as  more  particularly  set  forth  and  provided  in 
the  operating  contract;  and 

WHEREAS  the  assignments  provided  for  in  the 
operating  contract  have  been  duly  made  and  the 
said  railroad  partially  constructed  is  now  the 
property  of  the  City  and  is  deemed  to  have  been 
constructed  under  the  terms  of  the  operating  con- 
tract; and 


WHEREAS  the  operating  contract  provides  for 
the  Commission  giving  notice  to  the  Lessee  that 
it  requires  the  temporary  operation  of  the  Stein- 
way  Tunnel  pending  its  completion  and  extension 
and  further  provides  for  the  making  of  a  supple- 
mental agreement  with  the  Lessee  setting  forth 
the  terms  of  such  temporary  operation  and  pro- 
viding for  the  temporary  equipment  thereof ;  and 

WHEREAS  the  Commission  has  duly  given  the 
notice  referred  to  and  on  behalf  of  the  City  is 
ready  to  enter  into  such  supplemental  agreement 
but  desires  in  addition,  in  view  of  the  Lessee's 
familiarity  with  and  experience  in  the  construc- 
tion of  the  partially  completed  portion  of  the 
Steinway  Tunnel  and  its  consequent  ability  to 
complete  the  work  in  the  shortest  practicable  time, 
to  so  modify  the  operating  contract  as  to  provide 
for  the  Lessee's  doing  such  work  of  construction 
in  and  about  the  Steinway  Tunnel  as  may  be  neces- 
sary to  fit  it  for  such  temporary  operation ;  and 

WHEREAS  the  operating  contract  provides  that 
no  change  shall  be  made  therein  except  by  a  writ- 
ten instrument  duly  authorized  by  the  Commis- 
sion, approved  by  the  Board  of  Estimate  and  Ap- 
portionment of  the  City  and  consented  to  by  the 
sureties  upon  the  Lessee's  bond;  and 

WHEREAS  there  are  now  sureties  upon  the  bond 
filed  by  the  Lessee  as  security  for  the  performance 
of  its  obligations  under  the  operating  contract  as 
follows :  National  Surety  Company,  Fidelity  and 
Deposit  Company  of  Maryland,  United  States 
Fidelity  and  Guaranty  Company,  American  Sure- 
ty Company  of  New  York  and  The  Title  Guaranty 
and  Surety  Company ;  and 

WHEREAS  the  Board  of  Estimate  and  Appor- 


3 

tionment  of  the   City  has  approved  this   agree- 
ment. 

Now,  THEREFORE,  in  consideration  of  the  prem- 
ises and  of  the  mutual  stipulations  and  covenants 
hereinafter  contained,  it  is  agreed  as  follows : 

FIRST:  The  Lessee  shall  in  a  good  and  work- 
manlike manner  do  all  such  work  of  construction 
as  denned  in  the  operating  contract  as  may  be 
necessary  to  fit  the  said  Steinway  Tunnel  as  at 
present  constructed  for  such  temporary  operation 
in  accordance  with  the  directions  given  from  time 
to  time  by  the  Chief  Engineer  to  the  Commission 
and  in  accordance  with  such  plans  or  drawings 
and  with  such  specifications  as  may  from  time  to 
time  be  issued  by  the  said  Chief  Engineer.  There 
shall  also  be  included  in  such  work  of  construc- 
tion such  work  as  may  be  necessary  to  preserve 
and  maintain  the  said  Steinway  Tunnel  from  the 
time  title  thereto  vests  in  the  City  until  the  same 
shall  be  ready  for  temporary  operation. 

The  Lessee  shall  receive  in  full  compensation 
for  doing  such  work  the  actual  cost  thereof,  as 
hereinafter  defined,  plus  ten  per  centum  (10%) 
thereon  to  cover  expenses  of  administration,  su- 
perintendence and  engineering  and  legal  expenses 
in  connection  therewith.  If  any  portion  of  such 
ten  percentum  (10%)  shall  not  be  necessary  to 
pay  such  expenses  of  administration,  superintend- 
ence and  engineering  and  legal  expenses,  the  Les- 
see shall  nevertheless  be  entitled  to  receive  and 
retain  such  excess  as  compensation  for  its  ser- 
vices, and  such  excess  shall  not  be  deemed  to  be 
income,  increase  or  profit  resulting  from  con- 
struction under  the  terms  of  the  operating  con- 
tract, it  being  the  spirit  and  intent  of  this 
agreement  that  the  Lessee  is  to  be  compen- 


sated,  as  hereinafter  provided,  for  an  extra 
burden  and  obligation  not  imposed  by  the  op- 
erating contract  and  disassociated  therefrom  and 
assumed  by  it  at  the  request  of  the  Commission 
by  reason  of  its  special  familiarity  and  experience 
in  the  construction  of  the  said  Steinway  Tunnel 
and  its  consequent  ability  to  fit  the  said  tunnel 
more  rapidly  for  operation. 

The  actual  cost  of  such  work  shall  include  the 
actual  and  necessary  net  cost  in  money  of  all  labor 
and  materials  entering  into  such  work,  insurance 
and  damages.  To  such  cost  shall  be  added  ten 
per  centum  to  cover  expenses  of  administration, 
superintendence  and  engineering  and  legal  ex- 
penses. 

If  the  Lessee  so  desires  it  may  have  the  work  of 
construction  herein  provided  for  or  any  part  there- 
of done  by  a  sub-contractor  or  sub-contractors 
upon  the  basis  of  the  actual  cost  thereof,  but  any 
compensation  to  such  sub-contractor  or  sub-con- 
tractors over  and  above  reimbursement  for  such 
actual  cost  shall  be  paid  by  the  Lessee  out  of  such 
allowance  of  ten  per  centum  (10%). 

The  compensation  for  such  work  as  hereinbe- 
fore provided  shall  be  paid  by  the  Lessee  out  of 
its  contribution  toward  the  cost  of  construction 
provided  for  in  the  operating  contract  and  the 
amount  thereof  shall  be  determined  by  the  Chief 
Engineer  as  provided  in  the  operating  contract, 
subject  to  review  in  the  manner  and  by  the  method 
also  provided  in  the  operating  contract  and  the 
amount  thereof  as  thus  determined  shall  consti- 
tute a  part  of  the  Lessee's  contribution  toward 
the  cost  of  construction.  All  provisions  of  the 
operating  contract  relative  to  supervision,  inspec- 
tion and  determination  of  cost  shall  apply  to  the 
work  herein  provided  for. 


The  Lessee  agrees  to  comply  with  the  provisions 
of  the  Labor  Law,  including  Section  Three  there- 
of as  re-enacted  by  Chapter  36  of  the  Laws  of 
1909.  The  Lessee  further  agrees  and  stipulates 
that  no  laborer,  workman  or  mechanic  in  the  em- 
ploy of  the  Lessee,  sub-contractor  or  other  per- 
son doing  or  contracting  to  do  the  whole  or  a 
part  of  the  work  contemplated  by  this  contract, 
shall  be  permitted  or  required  to  work  more  than 
eight  hours  in  any  one  calendar  day,  except  in 
cases  of  extraordinary  emergency  caused  by  fire, 
flood  or  danger  to  life  or  property;  and  further 
that  the  wages  to  be  paid  for  a  legal  day's  work 
as  hereinbefore  defined  to  all  classes  of  such 
laborers,  workmen  or  mechanics  upon  such  public 
works  or  upon  any  material  to  be  used  upon  or  in 
connection  therewith,  shall  not  be  less  than  the 
prevailing  rate  for  a  day's  work  in  the  same  trade 
or  occupation  in  the  Borough  of  the  City  where 
such  public  work  on,  about  or  in  connection  with 
such  labor  is  performed,  in  its  final  or  com- 
pleted form  is  to  be  situated,  erected  or  used; 
and  that  each  such  laborer,  workman  or  mechanic 
employed  by  the  Lessee  or  by  any  sub-contractor 
or  other  person  employed  by  the  Lessee  or  by  any 
sub-contractor  or  other  person  on,  about  or  upon 
such  public  works  shall  receive  such  wages  herein 
provided  for.  This  contract  shall  be  void  and  of 
no  effect,  unless  the  Lessee  shall  comply  with  the 
provisions  of  this  section.  In  obedience  to  the  re- 
quirements of  Section  Fourteen  of  the  Labor  Law 
it  is  further  provided  that  if  the  provisions  of  the 
said  Section  Fourteen  are  not  complied  with,  this 
contract  shall  be  void. 

SECOND:  The  Lessee  shall  provide  approved 
equipment  for  such  temporary  operation  such  as 


will  afford  adequate  service  by  single  cars  or  by 
trains  of  cars,  and  the  cost  thereof  shall  be  in- 
cluded as  part  of  the  cost  of  equipment  of  the 
Kailroad  as  proposed  in  the  operating  contract. 
In  case  the  Lessee  shall,  with  the  approval  of  the 
Commission,  make  arrangements  for  the  tempo- 
rary use  of  the  car  equipment  necessary  for  such 
temporary  operation  without  purchasing  the 
same,  the  rentals  therefor  shall  be  included  in  the 
operating  expenses  for  such  temporary  operation. 
When  and  as  the  said  tunnel  is  ready  for  tem- 
porary operation  the  Lessee  shall  upon  the  direc- 
tion of  the  Commission  so  to  do  forthwith  com- 
mence the  temporary  operation  thereof  and  give 
free  transfers  as  provided  in  the  operating  con- 
tract. The  character  of  operation  shall  in  all  re- 
spects be  in  accordance  with  the  provisions  of  the 
operating  contract,  subject,  however,  to  the  con- 
ditions resulting  from  the  continuance  of  contruc- 
tion  work  during  operation.  The  financial  terms 
for  such  temporary  operation  shall  be  as  provided 
in  Article  LIT  of  the  operating  contract. 

THIRD:  Except  as  expressly  modified  herein 
the  operating  contract  shall  remain  in  full  force 
and  effect  as  though  the  provisions  hereof  had 
been  inserted  therein  prior  to  its  execution. 

FOURTH:  Provided,  however,  that  this  agree- 
ment shall  take  effect  if  and  when  and  only  when 
it  is  consented  to  in  the  form  subjoined  by  Na- 
tional Surety  Company,  Fidelity  &  Deposit  Com- 
pany of  Maryland,  United  States  Fidelity  & 
Guaranty  Co.,  American  Surety  Company,  and 
Title  Guaranty  &  Surety  Company. 

IN  WITNESS  WHEREOF  the  Commission  has 
caused  its  official  seal  to  be  hereto  affixed  and  at- 


tested  by  its  Secretary  and  these  presents  to  be 
signed  by  its  Chairman  and  the  Lessee  has  caused 
its  corporate  seal  to  be  hereto  affixed  and  attested 
by  its  Secretary,  and  these  presents  to  be  signed 
by  its  President,  all  the  day  and  year  first  above 
written. 

PUBLIC  SERVICE  COMMISSION  FOR  THE 
FIRST  DISTRICT 
by 


Attest 


Attest 


Chairman 

Secretary 

INTERBOROUGH   RAPID  TRANSIT   COM- 
PANY 

by 

President 

Secretary 


Approval  by  Corporation  Counsel. 

The  foregoing  Contract  is  hereby  approved  as 
to  form. 

Dated,  New  York,  ,  1913. 

Corporation  Counsel. 


STATE  OF  NEW  YORK,   (  gg 
County  of  New  York,^ 

On  this  day  of  ,  1913,  in 

the  City  of  New  York,  in  said  county,  before  me 
personally  appeared  Edward  E.  McCali  and 
Travis  H.  Whitney,  each  to  me  known  and  known 
to  me  to  be  the  said  Edward  E.  McCali,  the  Chair- 
man, and  the  said  Travis  H.  Whitney,  the  Secre- 
tary of  the  Public  Service  Commission  for  the 
First  District,  and  the  said  Edward  E.  McCali 
and  Travis  H.  Whitney,  being  by  me  duly  sworn 
did  depose  and  say,  each  for  himself  and  not  one 
for  the  other,  the  said  Edward  E.  McCali,  that  he 
resides  in  the  Borough  of  Manhattan,  in  the  said 
City ;  that  he  is  the  chairman  of  the  said  Commis- 
sion, and  that  he  subscribed  his  name  to  the  fore- 
going agreement  by  virtue  of  the  authority  there- 
of;  and  the  said  Travis  H.  Whitney,  that  he  re- 
sides in  the  Borough  of  Brooklyn,  in  the  said 
City ;  that  he  is  the  Secretary  of  the  said  Commis- 
sion, and  that  he  subscribed  his  name  thereto  by 
like  authority ;  and  both  the  said  Edward  E.  Mc- 
Cali and  Travis  H.  Whitney  that  they  know  the 
seal  of  said  Commission  and  that  the  same  was 
affixed  to  the  foregoing  agreement  by  the  authori- 
ty of  the  said  Commission  and  of  a  resolution  duly 
adopted  by  the  same. 


10 

STATE  OF  NEW  YORK.  ) 

ss  ' 
County  of  New  York,j 

On  this  day  of  July,  1913,  before  me 

personally  appeared 

to  me  known,  who,  being  by  me  duly  sworn,  did 
depose  and  say :  that  he  resides  in 
in  the  State  of  ;    that 

he  is  the  of  Interborough 

Rapid  Transit  Company,  the  corporation  de- 
scribed in  and  which  executed  the  foregoing  in- 
strument ;  that  he  knows  the  corporate  seal  of  said 
company ;  that  one  of  the  seals  affixed  to  said  con- 
tract is  such  corporate  seal  and  that  it  was  affixed 
thereto  by  order  of  the  Board  of  Directors  of  said 
company  and  that  he  signed  his  name  thereto  by 
like  authority. 


11 

The  undersigned,  being  the  sureties  of  Inter- 
borough  Rapid  Transit  Company,  the  Lessee  above 
mentioned,  upon  its  bond  in  the  sum  of  One  Million 
Dollars  ($1,000,000)  hereby  consent  to  the  making 
of  the  foregoing  instrument. 

NATIONAL,  SUEETY  COMPANY 

by 

Attest : 

FIDELITY    &    DEPOSIT    COMPANY    OF 
MARYLAND 

by 

Attest : 

UNITED  STATES  FIDELITY  &  GUARANTY 
COMPANY 

by 

Attest : 

AMERICAN  SURETY  COMPANY 

by 

Attest : 

TITLE  GUARANTY  &  SURETY  COMPANY 

by 

Attest : 


12 

STATE  OF  NEW  YORK.  / 

ss  * 
County  of  New  York,j 

On  this  day  of  July,  1913,  before  me 

personally    appeared  Leonard  Dammann,  to  me 
known,  who,  being  by  me  first  duly  sworn,  did  de- 
pose and  say :  That  he  resides  in 
in  the  State  of  ;  that  he  is  the 

Vice-President  of  National  Surety  Company,  the 
corporation  described  in  and  which  executed  the 
foregoing  instrument;  that  he  knows  the  seal  of 
said  corporation;  that  the  seal  affixed  to  said  in- 
strument is  such  corporate  seal;  and  that  it  was 
affixed  thereto  by  order  of  the  board  of  directors 
of  said  company,  and  that  he  signed  his  name 
thereto  by  like  authority. 

And  the  said  Leonard  Dammann  further  says 
that  he  is  acquainted  with  Vincent  W.  Jones  and 
knows  him  to  be  the  Resident  Assistant  Secretary 
of  the  said  company;  that  the  signature  of  the 
said  Vincent  W.  Jones  subscribed  to  the  foregoing 
instrument  is  in  the  genuine  handwriting  of  the 
said  Vincent  W.  Jones  and  was  subscribed  there- 
to by  like  order  of  the  board  of  directors  and  in 
the  presence  of  him,  the  said  Leonard  Dammann. 


Notary  Public 
New  York  County 


STATE  OF  NEW  YOKK,   [ 
County  of  New  York,^ 

On  this  day  of  July,  1913,  before  me 

personally   appeared   Hugh  M.   Allwood,  to   me 
known,  who,  being  by  me  first  duly  sworn,  did  de- 
pose and  say :    That  he  resides  in 
in  the  State  of  ;  that  he  is  the 

Attorney-in-fact  of  Fidelity  &  Deposit  Company 
of  Maryland,  the  corporation  described  in  and 
which  executed  the  foregoing  instrument ;  that  he 
knows  the  seal  of  said  corporation;  that  the  seal 
affixed  to  said  instrument  is  such  corporate  seal; 
and  that  it  was  affixed  thereto  by  order  of  the 
board  of  directors  of  said  company,  and  that  he 
signed  his  name  thereto  by  like  authority. 

And  the  said  Hugh  M.  Allwood  further  says 
that  he  is  acquainted  with  James  E.  Kingsley  and 
knows  him  to  be  the  Attorney-in-fact  of  the  said 
company;  that  the  signature  of  the  said  James 
R.  Kingsley  subscribed  to  the  foregoing  instru- 
ment is  in  the  genuine  handwriting  of  the  said 
James  R.  Kingsley  and  was  subscribed  thereto 
by  like  order  of  the  board  of  directors  and  in  the 
presence  of  him,  the  said  Hugh  M.  Allwood. 


Notary  Public 
New  York  County 


14 
STATE  or  NEW  YORK, 


County  of  New  York,} 


ss. 


On  this  day  of  July,  1913,  before  me 

personally    appeared    Frank    T.    Gilson,    to    me 
known,  who,  being  by  me  first  duly  sworn,  did  de- 
pose and  say :    That  he  resides  in 
in  the  State  of  ;  the  he  is  the 

Attorney-in-f  act  of  United  States  Fidelity  &  Guar- 
anty Company,  the  corporation  described  in  and 
which  executed  the  foregoing  instrument;  that  he 
knows  the  seal  of  said  corporation;  that  the  seal 
affixed  to  said  instrument  is  such  corporate  seal; 
and  that  it  was  affixed  thereto  by  order  of  the 
board  of  directors  of  said  company,  and  that  he 
signed  his  name  thereto  by  like  authority. 

And  the  said  Frank  T.  Gilson  further  says  that 
he  is  acquainted  with  Alonzo  Gore  Oakley  and 
knows  him  to  be  the  Attorney -in-fact  of  the  said 
company;  that  the  signature  of  the  said  Alonzo 
Gore  Oakley  subscribed  to  the  foregoing  instru- 
ment is  in  the  genuine  handwriting  of  the  said 
Alonzo  Gore  Oakley  and  was  subscribed  thereto 
by  like  order  of  the  board  of  directors  and  in  the 
presence  of  him,  the  said  Frank  T.  Gilson. 


Notary  Public 
New  York  County 


15 

STATE  oi<'  NEW  YORK,   ( 
County  of  New  York,) 


ss. : 


On  this  day  of  July,  1913,  before  me 

personally    appeared    Richard    Deming,    to    me 
known,  who,  being  by  me  first  duly  sworn,  did  de- 
pose and  say :    That  he  resides  in 
in  the  State  of  ;  that  he  is  the 

Vice-President  of  American  Surety  Company  of 
New  York,  the  corporation  described  in  and  which 
executed  the  foregoing  instrument ;  that  he  knows 
the  seal  of  said  corporation;  that  the  seal  affixed 
to  said  instrument  is  such  corporate  seal ;  and  that 
it  was  affixed  thereto  by  order  of  the  board  of 
directors  of  said  company,  and  that  he  signed  his 
name  thereto  by  like  authority. 

And  the  said  Richard  Deming  further  says  that 
he  is  acquainted  with  W.  M.  Tomlins,  Jr.,  and 
knows  him  to  be  the  Assistant  Secretary  of  the 
said  company;  that  the  signature  of  the  said  W. 
M.  Tomlins,  Jr.,  subscribed  to  the  foregoing  in- 
strument is  in  the  genuine  handwriting  of  the  said 
W.  M.  Tomlins,  Jr.,  and  was  subscribed  thereto 
by  like  order  of  the  board  of  directors  and  in  the 
presence  of  him,  the  said  Richard  Deming. 


Notary  Public 
New  York  County 


16 

STATE  OF  NEW  YORK.  ] 

ss  * 
County  of  New  York,j 

On  this  day  of  July,  1913,  before  me 

personally  appeared  George  W.  Yuengling,  to  me 
known,  who,  being  by  me  first  duly  sworn,  did  de- 
pose and  say :    That  he  resides  in 
in  the  State  of  ;  that  he  is  the 

Attorney-in-fact  of  The  Title  Guaranty  &  Surety 
Company,  the  corporation  described  in  and  which 
executed  the  foregoing  instrument ;  that  he  knows 
the  seal  of  said  corporation;  that  the  seal  affixed 
to  said  instrument  is  such  corporate  seal ;  and  that 
it  was  affixed  thereto  by  order  of  the  board  of  di- 
rectors of  said  company,  and  that  he  signed  his 
name  thereto  by  like  authority. 

And  the  said  George  W.  Yuengling  further  says 
that  he  is  acquainted  with  Richard  K.  McGonigal, 
and  knows  him  to  be  the  Resident  Assistant  Secre- 
tary of  the  said  company;  that  the  signature  of 
the  said  Richard  K.  McGonigal,  subscribed  to  the 
foregoing  instrument  is  in  the  genuine  handwrit- 
ing of  the  said  Richard  K.  McGonigal,  and  was 
subscribed  thereto  by  like  order  of  the  board  of  di- 
rectors and  in  the  presence  of  him,  the  said  George 
W.  Yuengling. 


Notary  Public 
New  York  County 


3ni?rhrrnwgl?  Eapft  OJranati  Ofampamj 


WITH 


CONTRACT 


Dated,  December  27,  1913. 


AGREEMENT,  entered  into  this  27th  day  of  Decem- 
ber, in  the  year  One  thousand  nine  hundred  and 
thirteen  (1913),  between  INTERBOROUGH  RAPID 
TRANSIT  COMPANY  (hereinafter  referred  to  as  the 
"Interborough  Company"),  party  of  the  first  part, 
and  ARTEMAS  WARD,  of  the  City  of  New  York  (here- 
inafter referred  to  as  the  "Contractor"),  party  of 
the  second  part. 

WHEREAS,  on  or  about  the  21  st  day  of  February, 
1900,  the  Board  of  Rapid  Transit  Railroad  Com- 
missioners for  the  City  of  New  York,  in  the  name 
and  on  behalf  of  the  City  of  New  York,  entered  into 
a  contract  with  John  B.  McDonald  for  the  con- 
struction, equipment,  maintenance  and  operation 
of  the  Manhattan-Bronx  Rapid  Transit  Railroad 
(hereinafter  referred  to  by,  and  included  in,  the 
term  "Existing1  Railroads"),  which  contract  has, 
by  subsequent  assignment,  been  duly  assigned  to 
INTERBOROUGH  COMPANY,  and  which  contract  as 
modified  and  supplemented  from  time  to  time  is 
hereinafter  referred  to  as  "Contract  No.  1" ;  and 

WHEREAS,  on  or  about  the  21st  day  of  July,  1902, 
the  said  Board  of  Rapid  Transit  Railroad  Commis- 
sioners, in  the  name  and  on  behalf  of  the  City  of 
New  York,  entered  into  a  contract  with  Rapid 
Transit  Subway  Construction  Company  for  the 
construction,  equipment,  maintenance  and  opera- 
tion of  the  Brooklyn-Manhattan  Rapid  Transit 
Railroad  (hereinafter  referred  to  by,  and  included 
in,  the  term  "Existing  Railroads"),  which  contract 
has,  by  subsequent  assignment,  been  duly  assigned 
to  INTERBOROUGH  COMPANY,  and  which  contract, 


as  modified  and  supplemented  from  time  to  time,  is 
hereinafter  referred  to  as  "Contract  No.  2" ;  and 

WHEREAS,  on  or  about  the  19th  day  of  March, 
1913,  the  Public  Sendee  Commission  for  the  First 
District,  in  the  name,  and  on  behalf  of  the  City  of 
New  York,  entered  into  a  contract  with  INTERBQR- 
OUGH  COMPANY  for  the  construction,  equipment, 
maintenance  and  operation  of  certain  additions  to, 
Mild  extensions  of,  the  Existing  Railroads  oper- 
ated by  the  INTERBOROUGH  COMPANY  under  Con- 
tracts Nos.  1  and  2,  as  aforesaid,  which  additions 
and  extensions  are  hereinafter  referred  to  as  the 
"Xew  Railroads,"  and  providing  for  the  modifi- 
cation in  certain  particulars  of  the  terms  and  con- 
ditions of  said  Contracts  Nos.  1  and  2,  which  con- 
tract is  hereinafter  referred  to  as  "Contract  No. 
3" ;  and 

WHEREAS,  the  INTERBOROUGH  COMPANY  is  now 
operating,  under  lease  from  Manhattan  Railway 
Company,  dated  January  1,  1903,  a  system  of  ele- 
vated railroads  in  the  Boroughs  of  Manhattan  and 
The  Bronx,  in  the  City  of  New  York,  which  rail- 
roads are  hereinafter  referred  to  as  the  "Man- 
hattan Railroad,"  under  which  lease  the  INTERBOR- 
OUGH COMPANY  expects  to  operate  certain  addi- 
tional tracks  on  said  Manhattan  Railroad,  herein- 
after referred  to  as  the  "Additional  Tracks,"  to  be 
constructed  and  operated  under  a  certificate  to 
Manhattan  Railway  Company  issued  by  the  Public 
Service  Commission  for  the  First  District  under 
date  of  March  19,  1913,  hereinafter  referred  to  as 
the  "Manhattan  Certificate" ;  the  stations  to  be  re- 
constructed or  relocated  under  said  certificate  be- 
ing hereinafter  included  in  the  term  "Manhattan 
Railroad" ;  and 


WHEREAS,  with  the  approval  of  the  Board  of 
Estimate  and  Apportionment  of  the  City  of  New 
York,  the  Public  Service  Commission  for  the  First 
District,  by  its  certificate  dated  March  19,  1913, 
did  authorize  the  INTERBOROTJGH  COMPANY  to  con- 
struct, equip  and  operate  certain  extensions  and 
connections  with  the  said  Manhattan  Railroad 
(which  extensions  and  connections  are  hereinafter 
referred  to  as  the  "Elevated  Extensions"),  which 
certificate  is  hereinafter  referred  to  as  the  "Inter- 
borough  Certificate" ;  and 

WHEREAS,  the  CONTRACTOR  desires  to  obtain  the 
rights  and  privileges  hereinafter  more  particularly 
described  upon  the  terms  and  conditions  herein  set 
forth ; 

Now,  THEREFORE,  in  consideration  of  the  prem- 
ises, and  of  the  mutual  stipulations  and  covenants 
hereinafter  contained,  and  subject  to  all  the  terms, 
conditions  and  limitations  contained  in  the  respec- 
tive contracts,  leases  and  certificates,  hereinbefore 
enumerated,  the  parties  hereto  agree  as  follows : 

ARTICLE  I.  The  INTERBOROUGH  COMPANY,  for 
and  in  consideration  of  the  payments,  covenants, 
indemnities  and  agreements  hereinafter  mentioned 
and  contained  on  the  part  of  the  CONTRACTOR  to  be 
paid,  kept  and  performed,  hereby  grants  to  said 
CONTRACTOR,  for  the  term  of  fifteen  years  from  the 
first  day  of  January,  One  thousand  nine  hundred 
and  fourteen  (1914)  (unless  a  shorter  period  is 
hereinafter  specifically  prescribed  in  respect  of  any 
of  the  privileges  granted  hereunder) ,  the  rights  and 
privileges  hereinafter  enumerated,  all  of  which, 
however,  are  granted  and  accepted  as  at  all  times 
subject  to  the  terms,  conditions,  limitations  and 


provisions  of  said  Contracts  Nos.  1,  2  and  3  and  of 
said  Interborough  and  Manhattan  Certificates,  and 
to  such  limitations  and  restrictions  as  may  be  pre- 
scribed by  the  Public  Service  Commission  for  the 
First  District  (or  other  public  authority  existing 
or  hereafter  created  and  having  jurisdiction  of  the 
premises,  or  any  part  thereof,  affected  by  this  con- 
tract or  intended  so  to  be),  acting,  however,  under 
and  with  reference  to  the  rights  of  the  INTERBOR- 
OUGH COMPANY  under  Contracts  Nos.  1,  2  and  3 
and  the  Interborough  and  Manhattan  Certificates, 
the  intent  of  this  provision  being  that  the  INTER- 
BOROUGH COMPANY  will  assert,  maintain  and  se- 
cure, to  the  utmost  of  its  ability,  on  its  own  behalf 
as  well  as  on  behalf  of  the  CONTRACTOR,  all  the 
rights  and  privileges  granted  hereunder  to  the 
CONTRACTOR,  and,  to  that  end,  it  agrees  that  it 
will  not,  directly  or  indirectly,  change,  waive  or 
diminish  its  rights  and  privileges  as  existing  under 
the  said  contracts,  leases  and  certificates,'  or  vol- 
untarily suffer  them  to  be  changed  or  diminished, 
and  that  it  will  resist,  to  the  utmost  of  its  power, 
any  change,  diminution  or  restriction  of  the  same 
by  said  Commission  or  other  public  authority,  and 
will,  if  requested  so  to  do,  permit  the  counsel  of 
the  CONTRACTOR  to  co-operate  with  its  counsel  for 
that  purpose.  If  this  agreement  shall  be  finally 
adjudged  to  be  unlawful  or  shall  be  terminated  or 
declared  unlawful  by  valid  legislative  act,  munici- 
pal ordinance  or  order  or  regulation  of  the  Public 
Service  Commission  for  the  First  District,  or  if 
any  part  of  the  Existing  Railroads,  the  New  Rail- 
roads, the  Elevated  Extensions  or  the  Additional 
Tracks  shall  be  recaptured  by  the  City  pursuant 
to  the  terms  of  said  Contracts  Nos.  1  and  2  as  modi- 
fied, of  Contract  No.  3,  and  of  the  Interborough 
Certificate  and  the  Manhattan  Certificate,  and  the 


right  of  the  INTERBOROUGH  COMPANY  to  operate  the 
same  shall  be  thereby  terminated,  the  INTERBOR- 
OUGH COMPANY  shall  not  be  further  bound  hereby, 
nor  be  responsible  for  any  damages  thereafter  ac- 
cruing in  consequence  of  said  adjudication,  legis- 
lative act,  municipal  ordinance,  or  order  or  regu- 
lation, or  terminations;  but  if  only  a  portion  of 
the  rights  and  privileges  hereby  granted  shall  be 
so  declared  to  be  or  be  made  unlawful  or  so  ter- 
minated, the  CONTRACTOR  shall  have  the  right,  at 
his  option,  to  retain  the  rights  and  privileges  not 
so  declared  to  be  or  made  unlawful  or  not  so  ter- 
minated. The  payments  to  be  made  for  such  dimin- 
ished rights  and  privileges  shall  be  arrived  at  in 
the  manner  and  by  the  method  hereinafter  more 
specifically  described. 

ARTICLE  II.  The  rights  and  privileges  hereby 
granted  as  aforesaid  are  as  follows : 

(a)  The  sole  and  exclusive  right  and  privilege 
to  sell,  keep  and  offer  for  sale,  on  the  news  stands 
at  or  on  the  stations,  approaches  to  stations  and 
platforms  of  the  Existing  Railroads  and  the  Man- 
hattan Railroad,  newspapers,  periodicals,  maga- 
zines, flowers,  books,  confectionery  and  all  articles 
usually  sold  in  stationery  stores,  but  not  including 
cigars,  tobacco,  fruit  or  nuts.  Said  newspapers, 
periodicals,  magazines,  books  and  articles  above 
mentioned  shall  be  placed  and  offered  for  sale  at  i 

such  places  and  posrEions^ipon  the  said  platforms,  / 

stations  and  approaches  to  stations  (and  in  the 
men's  waiting  rooms  where  permanent  stands  are 
at  present  maintained)  as  may  be  designated  from 
time  to  time  by  the  President  of  the  INTERBOROUGH 
COMPANY,  or  other  officer  duly  designated  by  the 
Board  of  Directors  to  act  during  the  absence  or 


G 


disability  of  the  President  (the  term  "President" 
wherever  hereinafter  used  shall  be  considered  to 
include  such  other  officer),  regard  being  had  to  giv- 
ing  the  said_articles  above  mentioned  as  much  pub- 
licity  as  is  consistent  with  the  safe  and  convenient 
maintenance  of  the  structures  and  the  operation  of 
the  railways,  with  safe  and  convenient  access  to 
said  platforms,  stations  and  approaches  to  stations 
for  the  passengers  and  employes  of  said  INTER- 
BOROUGH  COMPANY. 

The  CONTRACTOR  shall  also  have  the  right  to  re- 
ceive and  check  small  parcels  and  receive  compen- 
sation therefor  so  far  as  the  same  can  be  carried 
on  on  said  stations  at  the  counters  provided  for  the 
sale  of  newspapers,  periodicals,  etc.,  but  no  in- 
crease in  the  size  of  any  such  stands  shall  be  per- 
mitted for  the  exercise  of  this  privilege,  and  the 
CONTRACTOR  hereby  agrees  to  indemnify  the  INTER- 
BOROUGH  COMPANY  against  any  loss  or  damages 
due  to  the  exercise  thereof. 

It  is,  however,  understood  and  agreed  by  and  be- 
tween the  parties  hereto  that  if  the  places  and 
positions  designated  as  aforesaid  shall  at  any  time 
interfere  with  the  safety,  comfort  or  convenience 
of  the  passengers  or  employes  of  the  INTBRBOROUGH 
COMPANY,  or  with  the  maintenance  of  said  struc- 
tures or  the  operation  of  said  railways,  the  said 
President  may  change  any  of  said  designations. 
It  is  understood  and  intended  that,  except  where 
fixed  or  permanent  stands  are  placed  or  erected  by 
the  INTBRBOROUGH  COMPANY  at,  in  or~upon  said 
platforms,  stations,  approaches,  or  any  of  thorn, 
there  may  be  attach  station  a  tafrle^  rack  orjike 
structure  upon  which  the  articles  aforesaid  may 
be  displayeTl  for  saleTand  that  there  may  be  a  mov- 
able box  or  closet  in  which  the  articles  aforesaid 
may  be  kept  when  not  offered  for  sale.  Said  table, 


rack  or  like  structure,  and  such  box  or  closet, 
when  not  in  use,  as  aforesaid,  shall  be  placed  in 
such  a  position  inside  the  stations  as  not  to  en- 
cumber or  obstruct  said  stations  or  incommode  the 
INTERBOROUGH  COMPANY  or  its  passengers  or  em- 
ployes. The  color,  style,  size  and  mode  of  construc- 
tion of  such  tables,  racks  or  like  structures  and  of 
such  boxes  or  closets  and  the  positions  in  which 
the  same  are  to  be  placed,  as  aforesaid,  shall  be  de- 
termined by  the  President  of  the  INTERBOROUGH 
COMPANY. 

It  is,  however,  understood  and  agreed  that,  if  the 
size  oi'  mode  of  construction  of  such  tables,  racks 
or  like  structures  and  of  such  boxes  or  closets,  or 
the  positions  of  any  or  all  of  them  when  not  in  use, 
shall  interfere  with  the  safety,  comfort  or  conven- 
ience of  the  passengers  or  employes  of  the  INTER- 
BOROUGH  COMPANY,  or  with  the  maintenance  of 
the  structures  or  the  operation  of  the  railways,  any 
or  all  of  the  said  determinations  or  designations 
may  be  changed  by  the  President, 

The  said  right  and  privilege  in  this  subdivision 
granted  shall  terminate  as  to  the  stations  of  the 
Existing  Railroads  at  the  expiration  of  five  years 
from  the  date  of  the  beginning  of  the  term  of  the 
lease  of  said  Contract  No.  3,  pursuant  to  the  terms 
thereof,  and  as  to  the  stations  of  the  Manhattan 
Railroad  at  the  expiration  of  five  years  from  the 
date  when  any  part  of  the  Elevated  Extensions  is 
put  into  operation  pursuant  to  the  terms  of  the  In- 
terborough  Certificate. 

(b)  The  sole  and  exclusive  right  and  privilege 
to  place  and  keep  in  and  upon  each  of  the  stations 
of  the  Existing  Railroads  and  the  Manhattan  Rail- 
road automatic  vending  machines  for  the  sale  of 
chewing  gum,  chocolate  and  candy,  and  also  auto- 


matic  weighing  machines.  The  number  of  such 
vending  and  weighing  machines  to  be  maintained 
on  each  of  such  stations  may  equal  but  shall  not 
exceed  the  number  maintained  on  each  such  sta- 
tion on  December  1,  1913,  such  number  for  each 
station  to  be  evidenced  by  an  inventory  to  be  pre- 
pared and  adopted  by  the  parties  hereto,  and,  when 
so  adopted,  to  be  deemed  a  part  of  this  contract. 
The  adoption  of  such  inventory  shall  be  evidenced 
by  the  certificates  of  the  President  of  the  INTERBOR- 
OUGH  COMPANY  and  of  the  CONTRACTOR.  Such  ma- 
chines shall  be  substantially  of  the  size  and  type 
now  usually  employed  for  such  purposes,  and  shall 
be  placed  where  they  will  be  readily  accessible  to 
persons  using  said  stations,  but  no  such  machine 
shall  hereafter  be  placed  upon  any  station  or  plat- 
form until  said  machine  and  the  location  thereof 
shall  have  been  approved  by  the  President  of  the 
INTBRBOROUGH  COMPANY. 

It  is,  however,  understood  and  agreed  that,  if  the 
size  or  mode  of  construction  or  the  location  of  any 
machine  designated  as  aforesaid  shall  interfere 
with  the  safety,  comfort  or  convenience  of  the  pas- 
sengers or  employes  of  the  INTERBOROUGH  COM- 
PANY, or  with  the  maintenance  of  the  structures  or 
the  operation  of  the  railways,  then  the  said  Presi- 
dent may  change  any  or  all  of  said  locations;  and 
if,  in  his  opinion,  the  presence  of  any  or  all  of  said 
machines  is  or  shall  become,  through  defective  con- 
dition or  otherwise,  dangerous  to  the  safety  ot  the 
passengers  or  employes  of  INTERBOROUGH  COM- 
PANY, or  if  any  public  authority  shall  laAvfully  re- 
quire, as  provided  in  Article  I  hereof,  the  removal 
of  such  machines,  or  any  of  them,  from  the  said 
premises,  the  CONTRACTOR  hereby  agrees,  when  so 
required,  to  remove  said  machines ;  and  in  case  of 
his  failure  so  to  do,  the  INTEIRBOROUGH  COMPANY 
may  remove  them  at  his  expense. 


0 

The  said  right  and  privilege  in  this  subdivision 
granted  shall  terminate,  as  to  the  stations  of  the 
Existing  Railroads,  at  the  expiration  of  five  years 
from  the  date  of  the  beginning  of  the  term  of  the 
lease  of  said  Contract  No.  3,  pursuant  to  the  terms 
thereof,  and,  as  to  the  stations  of  the  Manhattan 
Railroad,  at  the  expiration  of  five  years  from  the 
date  when  any  part  of  the  Elevated  Extensions  is 
put  into  operation  pursuant  to  the  terms  of  the 
In terbo rough  Certificate. 

(c)  The  sole  and  exclusive  right  and  privilege 
to  sell,  keep  and  offer  for  sale  on  the  news  stands 
at  or  on  the  stations,  approaches  to  stations  and 
platforms  of  the  New  Railroads  and  the  Elevated 
Extensions,  newspapers,  periodicals  and  maga- 
zines, subject  to  all  of  the  terms  and  conditions, 
and  subject  to  the  same  supervision  as  is  hereinbe- 
fore provided  in  Article  II,  subdivision  (a)  hereof, 
in  respect  of  the  right  and  privilege  to  sell  news- 
papers, periodicals  and  magazines  on  the  stations 
of  the  Existing  Railroads  and  of  the  Manhattan 
Railroad ; 

I*rori<lcd,  however,  that  the  said  right  and 
privilege  hereby  granted  shall  be  subject  to  all 
the  terms,  conditions  and  limitations  of  Arti- 
cle LXIII  of  Contract  No.  3  and  Article  VII  of 
the  Inter-borough  Certificate,  so  far  as  applicable; 
and,  in  case  the  Public  Service  Commission  for  the 
First  District  shall,  pursuant  to  said  provisions, 
refuse  to  permit  the  exercise  of  the  privilege  hereby 
granted  on  the  said  stations,  or  any  of  them,  all 
rights  of  the  CONTRACTOR  hereunder  in  respect  of 
such  stations  shall  terminate,  but  the  other  provi- 
sions of  this  agreement  shall  not  be  affected,  nor 
shall  the  payments  hereinafter  provided  for  be 


10 


abated  or  diminished  by  reason  thereof,  except 
upon  the  contingency  and  to  the  amount  provided 
in  Article  III,  subdivision  (1)  hereof. 

It  is  further  provided  that  the  said  right  and 
privilege  in  this  subdivision  granted  shall  termi- 
nate, as  to  the  stations  of  the  New  Railroads,  at  the 
expiration  of  five  years  from  the  date  of  the  begin- 
ning of  the  term  of  the  lease  of  Contract  No.  3, 
pursuant  to  the  terms  thereof,  and,  as  to  the  sta- 
tions of  the  Elevated  Extensions,  at  the  expiration 
of  five  years  from  the  date  when  any  part  of  said 
Elevated  Extensions  is  put  into  operation  pursu- 
ant to  the  provisions  of  the  Interborough  Certi- 
ficate. 

(d)  The  sole  and  exclusive  right  and  privilege 
to  place  and  maintain  advertisements  and  notices 
in  and  upon  the  stations,  platforms  and  approaches 
to  stations  forming  a  part  of  or  connected  with 
that  part  of  the  Existing  Railroads  operated  l>y 
the  INTERBOROUGH  COMPANY  under  Contract  No.  1 
or  forming  a  part  of  or  connected  with  the  Man- 
hattan Railroad.  The  right  and  privilege  hereby 
granted  shall  also  extend  to  the  stations  of  that 
part  of  the  Existing  Railroads  operated  under  Con- 
tract No.  2  and  to  the  stations  of  the  New  Rail- 
roads and  the  Elevated  Extensions  if,  and  to  the 
extent  that,  the  Public  Service  Commission  for 
the  First  District,  or  other  public  authority,  as 
successor  to*  the  Board  of  Rapid  Transit  Railroad 
Commissioners  for  the  City  of  New  York,  shall, 
pursuant  to  the  provisions  of  said  Contract  No.  2 
and,  or  of  said  Contract  No.  3  and  said  Inter! tr- 
ough Certificate,  give  its  written  permission  there- 
for. 

It  is  further  understood  and  agreed  that  no  sign 
or  advertisement  shall  be  placed  on  the  outside 
of  the  stations  on  the  sides  away  from  the  tracks 


11 


and  facing  towards  the  cross  streets,  nor  on  the 
ends  of  the  stations.  But  this  provision  shall  not 
prevent  the  use  of  the  stairways  of  the  Manhattan 
Railroad  as  now  used,  or  the  risers  of  the  stairs 
leading  from  the  streets  to  the  elevated  stations  of 
the  Existing  Railroads  as  now  used.  The  words 
"approaches  to  stations"  as  employed  in  this  agree- 
ment embrace  only  stairways1  or  passageways  or 
platforms  which  belong  to  or  are  leased  to  or  un- 
der the  control  of  the  INTERBOROUGH  COMPANY. 
In  general,  subject  to  the  limitations  in  this  con- 
tract, contained,  the  spaces  and  places  upon  which 
signs  or  advertisements  shall  be  placed  in  the  sta- 
tions are  those  which  have  heretofore  been  used 
for  that  purpose  and  those  similar  thereto.  It  is, 
however,  understood  and  agreed  that  if  the  use  of 
any  of  said  spares  or  places,  as  aforesaid,  shall 
interfere  with  the  safety,  comfort  or  convenience 
of  the  passengers  or  employes  of  the  INTERBOROUGH 
COMPANY,  or  with  the  maintenance -of  said  struc- 
tures, or  thf*  operation  of  the  railways,  the  Presi- 
dent may  change  said  spaces  and  places  and  desig- 
nate in  their  stead  other  spaces  and  places,  if  the 
same  exist,  which  shall  not  cause  such  interfer- 
ence. The  INTERBOROUGH  COMPANY  reserves  all 
such  spaces  as  have  heretofore  been  occupied,  or 
may  hereafter  be  reasonably  required  for  the  offi- 
cial announcements  of  its  business  to  the  public 
and  to  its  employes.  No  sign  or  advertisement 
shall  be  so  placed  as  to  incommode  passengers, 
employes  or  others  in  their  access  to  or  egress  from 
the  cars,  stations,  platforms,  stairways  or  other 
structures  or  premises  of  the  INTERBOROUGH  COM- 
PANY, nor  so  as  to  interfere  in  any  way  with  the 
lighting,  ventilating  or  heating  of  said  stations, 
or  with  the  light  in  any  adjoining  or  neighboring 
building;  no  sign  or  advertisement  shall  be  or 
contain  anything  unlawful,  immoral  or  offensive 


1.2 


to  good  taste,  and  in  that  respect  they  are  to  'be 
subject  to  the  approval  of  the  said  President. 

None  of  the  kiosks  or  stairways  leading  to  un- 
derground stations  of  the  Existing  Railroads,  nor 
any  approach  to  any  station  owned  by  any  third 
party,  is  included  in  the  spaces  or  premises  in 
which  any  of  the  foregoing  privileges  are  granted. 

(e)  The  sole  and  exclusive  right  and  privilege 
to  place  and  maintain  advertisements  and  notices 
in  the  interior  of  the  passenger  cars  which  are,  or 
may  hereafter  be,  owned  or  leased  by  the  INTER- 
BOROUGH  COMPANY  and  operated  by  it  on  the  Exist- 
ing Railroads,  the  New  Railroads,  the  Manhattan 
Railroad  (including  the  Additional  Tracks)',  the 
Elevated  Extensions,  or  upon  any  extensions  to 
any  such  railroad,  which  may  hereafter  be  con- 
structed and  operated  by  the  INTERBOROUGH  COM- 
PANY under  the  provisions  of  Contract  No.  3  or 
the  Interborough  Certificate  during  the  term  of 
this  agreement. 

The  spaces  in  said  cars  to  be  used  for  said  pur- 
pose shall  be  all  the  spaces  on  the  side  of  the  cars 
between  the. top  of  the  windows  and  the  roof,  not 
exceeding,  however,  twelve  inches  in  height,  includ- 
ing the  frames;  and  also  the  solid  or  paneled  spaces, 
if  any,  at  the  ends  of  the  cars  over  and  at  the  sides 
of  the  doors,  but  sufficient  space  snail  be  left  at 
the  bottom  of  the  panel  over  the  doors  to  ena'ble 
the  INTERBOROUGH  COMPANY  to  place,  paint  or  af- 
fix the  number  of  the  car  in  the  usual  size  and 
style. 

It  is,  however,  understood  and  agreed  that  if 
the  use  of  any  of  said  spaces  or  places,  as  afore- 
said, in  the  cars  shall  interfere  with  the  safety, 
comfort  or  convenience  of  the  passengers  or  em- 
ployes of  the  INTERBOROUGH  COMPANY,,  or  with  the 
maintenance  or  operation  of  said  cars,  the  said 
President  may  change  said  spaces  or  places,  and 


13 

designate  in  their  stead  other  spaces  or  places,  if 
the  same  exist,  which  shall  not  cause  such  interfer- 
ence. The  INTERBOROUGH  COMPANY  reserves  all 
such  spaces  in  the  cars  as  have  been  heretofore 
occupied,  or  which  may  hereafter  be  reasonably  re- 
quired by  it  for  the  official  announcement  of  its 
business  to  the  public  and  to  its  employes.  No 
sign  or  advertisement  shall  be  so  placed  in  the  cars 
as  to  incommode  passengers,  employes  or  others 
in  their  access  to  or  egress  from  the  cars,  nor  so 
as  to  interfere  in  any  way  with  the  lighting,  ven- 
tilating or  heating  of  the  cars.  No  sign  or  ad- 
vertisement shall  be  or  contain  anything  unlawful, 
immoral  or  offensive  to  good  taste,  and  in  that 
respect  they  are  to  be  subject  to  the  approval  of 
the  said  President. 

(f)  The  privilege  of  transporting  newspapers 
free  of  charge  on  the  passenger  trains  operated  by 
the  INTERBOROUGH  COMPANY  to  the  several  stations 
of  the  Existing  Railroads,  the  New  Railroads,  the 
Manhattan  Railroad  and  the  Elevated  Extensions, 
where  the  right  and  privilege  of  maintaining  news 
stands  is  granted  hereunder,  for  the  purpose  of 
selling  the  same  on  the  news  stands  as  herein  pro- 
vided. The  privilege  hereby  granted  shall  be  exer- 
cised always  subject  to  such  reasonable  rules  and 
regulations  as  the  said  President  may  from  time 
to  time  adopt. 

ARTICLE  III.  The  CONTRACTOR  hereby  covenants 
and  agrees  to  pay  to  the  INTERBOROUGH  COMPANY 
for  the  rights  and  privileges  granted  hereunder, 
as  follows: 

(1)  For  the  said  privileges  of  maintaining  news 
stands  and  automatic  vending  and  weighing  ma- 
chines and  of  checking  parcels  on  the  stations  of 
the  Existing  Railroads  and  the  Manhattan  Rail- 


14 


road  as  now  constructed  and  operated ;  for  the  said 
privilege  of  maintaining  news  stands  on  the  sta- 
tions of  the  New  Railroads  and  the  Elevated  Ex- 
tensions or  on  so  many  of  them  as  permission  may 
be  obtained,  as  in  Article  II,  subdivision  (c)  pro- 
vided; for  the  said  privilege  of  maintaining  ad- 
vertisements on  the  stations,  platforms  and  ap- 
proaches to  stations  of  that  part  of  the  Existing 
Railroads  operated  under  Contract  No.  1  and  of 
the  Manhattan  Railroad;  and  for  the  said  privi- 
lege of  placing  and  maintaining  advertisements  and 
notices  in  the  passenger  cars  operated  by  the  IN- 
TERBOROUGH  COMPANY  upon  the  Existing  Railroads, 
the  New  Railroads,  the  Manhattan  Railroad  and 
the  Elevated  Extensions,  the  following: 

(a)  For  the  first  year  of  the  term,  from  January 
1,   1914,   to   December  31,   1914,   the  sum   of   Six 
HUNDRED  THOUSAND  DOLLARS    (f  600,000). 

(b)  For  the  second,  third,  fourth  and  fifth  years 
of  the  term,  that  is  to  say,  from  January  1,  1915, 
to  December  31,  1918,  the  sum  of  SEVEN  HUNDRED 
THOUSAND  DOLLARS  (#700,000)   per  annum. 

(c)  for  the  slrth  year  of  the  term,  beginning 
January  1,  1919,  and  for  each  and  every  year  there- 
after, the  sum  of  EIGHT  HUNDRED  THOUSAND  DOL- 
LARS   ($800,000)    per   annum,   plus   an   additional 
sum  equal   to  ten   per  cent.    (10%)    of  the  gross 
receipts  from  whatever  source  derived,  directly  or 
indirectly,  'by  the  CONTRACTOR,  or  on  his  behalf,  in 
any  manner  from,  out  of  or  in  connection  with  the 
exercise  of  the  rights  and  privileges  granted  here- 
under  for  each  of  said  years. 

The  amount  of  such  gross  receipts  shall  be  de- 
termined in  the  first  instance  by  a  statement  pre- 
pared and  submitted  by  the  CONTRACTOR  to  the  IN- 
TERROROUGH  COMPANY  not  later  than  the  fifth  day 


15 


of  the  month  succeeding  the  month  for  which  such 
statement  is  prepared.  Such  statement  shall  be 
in  the  form  and  with  the  details  to  be  prescribed  by 
the  President  of  the  INTERBOROUGH  COMPANY  and 
shall  be  verified  under  oath  by  the  CONTRACTOR,  or, 
in  case  of  his  absence  or  inability,  by  his  agent  or 
employe  having  charge  of  his  books,  records  and 
memoranda.  The  INTERBOROUGH  COMPANY  and  its 
officers  and  duly  designated  representatives  shall 
have  the  right  to  verify  any  of  the  said  statements 
by  an  examination  of  the  CONTRACTOR'S  books,  rec- 
ords and  memoranda  and  by  the  examination  un- 
der oath  of  the  CONTRACTOR  or  his*  agent  or  em- 
ploye having  charge  of  such  books,  records  and 
memoranda ;  and  the  CONTRACTOR  hereby  covenants 
that  he  will  submit  and  will  require  his  agents  and 
employes  to  submit  to  such  examination  and  pro- 
duce such  books,  records  and  memoranda  when- 
ever required  by  the  IXTERBOROUGH  COMPANY  for 
such  purpose.  The  CONTRACTOR  further  covenants 
that  the  INTERBOROUGH  COMPANY  shall  also  have 
the  right  to  examine  his  books,  records  and  memo- 
randa and  to  examine  under  oath  any  of  his  ser- 
vants or  employes  having  charge  thereof  in  case 
any  controversy  shall  arise  between  the  CONTRAC- 
TOR and  the  INTERBOROUGH  COMPANY  in  connection 
with  any  of  the  matters  referred  to  in  Article  VIII 
hereof.  In  case  any  controversy  shall  arise  be- 
tween the  CONTRACTOR  and  the  INTERBOROUGH  COM- 
PANY as  to  the  amount  of  such  gross  receipts  in 
any  of  said  years  which  cannot  be  adjusted  between 
the  parties,  the  dispute  shall  be  determined  by  arbi- 
tration, as  hereinafter  provided. 

It  is  expressly  understood  and  agreed  that  the 
foregoing  payments  are  to  be  deemed  to  be  the  con- 
sideration and  are  to  be  made  for  the  privileges 
hereinbefore  in  this  subdivision  enumerated,  but 
the  amounts  to  be  paid  by  the  CONTRACTOR  here- 


10 


under  shall  not  be  diminished  by  reason  of  his  fail- 
ure .to  obtain  the  privilege  of  maintaining  news 
stands  on  any  of  the  stations  of  the  New  Railroads 
or  the  Elevated  Extensions,  unless  said  privileges 
on  any  of  said  stations  shall,  under  the  require- 
ments of  the  Public  Service  Commission  for  the 
First  District,  be  extended  to  and  be  exercised  by 
a  person  or  persons  other  than  the  Contractor,  in 
which  event  the  amounts  to  be  paid  as  aforesaid 
shall  be  diminished  by  the  amount  received  by  the 
INTERBOEOUGH  COMPANY  from  such  other  person  or 
persons,  nor  shall  the  amounts  payable  by  the  Con- 
tractor as  aforesaid  be  diminished  by  reason  of  the 
termination  (except  upon  the  contingency  referred 
to  in  Article  XI  hereof)  of  the  privileges  for  news 
stands  or  vending  machines  on  the  stations  of  the 
Existing  Railroads,  the  Manhattan  Railroad,  the 
New  Railroads  or  the  Elevated  Extensions,  in  ac- 
cordance with  the  provisions  hereof,  at  the  expira- 
tion of  five  years  from  the  date  of  the  beginning 
of  the  term  of  the  lease  of  Contract  No.  3,  pursu- 
ant to  the  terms  thereof,  or  at  the  expiration  of  five 
years  from  the  date  when  any  part  of  the  Elevat- 
ed Extensions  is  put  into  operation  pursuant  to 
the  provisions  of  the  Interborough  Certificate,  as 
the  case  may  be. 

(2)  In  case  the  Contractor  shall  obtain  the  right 
to  display  advertising  signs  with  the  written  per- 
mission of  the  Public  Service  Commission  for  the 
First  District,  as  in  Article  II,  subdivision  (d) 
provided,  on  any  of  the  stations  of  that  part  of  the 
Existing  Railroads  operated  under  Contract  No.  2, 
or  on  any  of  the  stations  of  the  New  Railroads,  or 
of  the  Elevated  Extensions,  which  at  the  date  of 
the  initial  operation  thereof  under  Contract  No.  3 
or  under  the  Interborough  Certificate  constitute  a 
part  of  the  New  Railroads  or  the  Elevated  Exten- 


17 


sioris,  the  Contractor  shall  also  pay  the  additional 
sum  of  TWELVE  HUNDRED  AND  FIFTY  DOLLARS 
($1250)  per  annum  for  each  and  every  such  station, 
up  and  down,  or  TWENTY-FIVE  HUNDRED  DOLLARS 
($2500)  for  the  entire  station,  including  both  up 
and  down,  at  which  such  right  may  be  obtained,  as 
aforesaid. 

(3)  In  case  any  extensions  are  added  to  the 
Existing  Railroads  or  the  Manhattan  Railroad, 
and  new  stations  are  constructed  and  maintained 
thereon,  or  in  case  new  stations  (in  addition  to 
those  constituting  a  part  of  the  New  Railroads  and 
the  Elevated  Extensions!  when  they  shall  be  wholly 
operated  as  now  planned)  are  constructed  and 
maintained  on  the  New  Railroads  or  the  Elevated 
Extensions,  or  on  any  extensions  thereof,  additional 
payments  shall  be  made  by  the  CONTRACTOR  as  fol- 
lows : 

(a)  The  further  sum  of  TWELVE  HUNDRED  AND 
FIFTY  DOLLARS  ($1250)   per  annum  for  each  and 
every  such  station,  up  and  down,  or  TWENTY-FIVE 
HUNDRED  DOLLARS  ($2500)  for  the  entire  station, 
including  both  up  and  down,  at  which  the  CON- 
TRACTOR shall  obtain  the  right  to  place  advertising 
signs. 

(b)  The   further   sum   of   Six   HUNDRED   AND 
TWENTY-FIVE  DOLLARS  ($625)  for  each  and  every 
station,  up  and  down,  where  the  CONTRACTOR  shall 
not  obtain  such  privilege,  the  said  additional  pay- 
ment being  deemed  to  be  additional  compensation 
for  any  additional  cars  that  may  be  put  in  oper- 
ation in  connection  with  such  station. 

Provided,  however,  that  in  case  the  CONTRAC- 
TOR shall  obtain  the  right  to  exercise  at  any 
such  new  stations  any  privileges  not  in  this  sub- 


division  (3)  enumerated,  or  shall  obtain  both  the 
right  to  place  advertising  signs  and  the  right  to 
maintain  news  stands  on  any  of  such  stations,  the 
additional  amounts,  if  any,  to  be  paid  by  the  CON- 
TRACTOR in  such  events  shall  be  agreed  upon  be- 
tween the  parties  at  the  time  such  rights  are  ob- 
tained, or,  in  case  of  their  failure  to  agree,  by  arbi- 
tration, as  hereinafter  provided;  and  Provided 
Further,  that  the  CONTRACTOR  shall  not  be  re- 
quired to  pay  any  additional  compensation  under 
this  subdivision  (3)  as  to  any  new  station  added 
to  the  portions  of  the  Existing  Railroads  or  to  the 
Manhattan  Railroad,  as  the  said  railroads  existed 
or  were  under  construction  on  January  1,  1906. 

Such  annual  payments  (except  as  hereinafter 
provided)  shall  be  made  in  monthly  instalments,  in 
advance,  on  the  first  day  of  each  calendar  month, 
and  shall  be  subject  to  apportionment  and  read- 
justment in  case  the  amount  payable  shall  be 
changed  during  the  month  by  reason  of  the  open- 
ing for  business  of  any  new  station  the  operation 
of  which  shall  require  the  CONTRACTOR  to  increase 
the  payments  to  be  made  by  him  hereunder,  or  of 
any  extension  of  any  of  the  railroads. 

The  additional  amount  equal  to  ten  per  cent. 
(10%)  of  the  gross  receipts  required  to  be  paid 
under  the  provisions  of  Article  III,  subdivision 
(1),  paragraph  (c),  shall  be  paid  in  monthly  in- 
stalments by  not  later  than  the  tenth  day  of  the 
month  succeeding  the  month  in  which  such  gross 
receipts  shall  have  been  received  by  the  CON- 
TRACTOR. 

The  CONTRACTOR  also  covenants  and  agrees  that 
he  will  make  the  payments  hereinbefore  provided 
without  deduction  for  taxes  or  assessments  of  any 
kind  which  he  may  be  required  to  pay  thereon,  or 


19 


retain  therefrom,  by  virtue  of  any  present  or  future 
law,  and  that,  in  addition  to  making  the  payments 
hereinbefore  provided,  he  will  pay  and  discharge 
as  part  of  the  consideration  for  the  privileges 
granted  hereunder,  as  and  when  the  same  have  or 
may  become  due,  any  and  all  taxes,  assessments, 
license  fees  or  other  governmental  charges  of  every 
description  assessed,  or  which,  under  any  present 
or  future  law,  may  be  hereafter  assessed  against 
or  be  payable  by  the  INTERBOROUGH  COMPANY  upon 
or  in  connection  with  or  incident  to  any  of  the  priv- 
ileges granted  hereunder  or  directly  assessed 
against  the  income  therefrom;  provided,  however, 
that  the  CONTRACTOR  shall  not  be  required  to  pay 
or  assume  the  income  tax  payable  by  INTERBOR- 
OTJGH COMPANY  under  the  Federal  Income  Tax  Law 
in  respect  of  the  payments  required  to  be  made 
hereunder. 

And  Provided  Further,  that  in  case  the  amount 
of  such  taxes,  assessments,  license  fees  or  other  gov- 
ernmental charges  imposed  under  any  future  law 
and  required  to  be  paid  or  assumed  by  the  CON- 
TRACTOR, as  aforesaid,  shall  be  so  great  as  to 
amount  to  confiscation  or  to  prevent  the  CONTRAC- 
TOR from  realizing  a  reasonable  profit  from  the  ex- 
ercise of  the  rights  and  privileges  granted  hereun- 
der, the  CONTRACTOR  shall  have  the  right  or  option 
to  terminate  this  contract.  In  case  any  dispute 
shall  arise  between  the  CONTRACTOR  and  the  INTER- 
BOROUGH  COMPANY  as  to  what  is  a  reasonable  profit 
or  as  to  whether  the  CONTRACTOR'S  inability  to 
vealiae  the  same  is  due  to  additional  tax  burdens 
imposed  under  any  future  law,  the  same  shall  be 
determined  by  arbitration,  as  hereinafter  provided, 
and  the  determination  of  the  arbitrators  shall  be 
binding  as  to  the  CONTRACTOR'S  right  to  terminate 
this  agreement. 


20 


ARTICLE  IV.  The  CONTRACTOR  hereby  covenants 
and  agrees  to  indemnify  the  INTERBOROUGH  COM- 
PANY against  any  and  all  claim  or  claims  for  dam- 
ages and  from  all  liability,  loss  and  expense  aris- 
ing from  injury  to  person  or  property  which  shall 
have  been  occasioned  in  whole  or  in  part  by  the 
acts  or  omissions  of  said  CONTRACTOR,  his  servants, 
employes,  agents,  lessees  or  assigns,  and  to  protect 
and  save  harmless  the  INTERBOROUGH  COMPANY 
from  any  and  all  claim  or  claims  for  damages,  and 
from  all  liability,  loss  and  expense  arising  from 
death  or  from  injuries  to  person  or  property  re- 
sulting to  the  CONTRACTOR  or  to  any  person  or  per- 
sons employed  by  him  while  in,  upon  or  about  the 
cars,  stations,  platforms,  structures  or  premises  of 
the  INTERBOROUGH  COMPANY  and  engaged  in  and 
about  said  business;  and  also  against  any  and  all 
claim  or  claims  for  damages,  and  from  all  liabil- 
ity, loss  and  expense  arising  from  death  or  from 
injuries  to  person  or  property  resulting  from  the 
acts  or  omissions  of  the  CONTRACTOR,  or  of  any  per- 
son or  persons  in  his  employ,  or  from  the  presence 
in  or  upon  any  car,  station  platform,  stairway  or 
other  structures  or  premises  of  INTERBOROUGH 
COMPANY,  of  any  article  or  articles  brought,  car- 
ried or  placed  a,t,  in,  upon  or  about  the  same  by 
the  CONTRACTOR,  or  by  his  servants,  agents,  les- 
sees or  assigns,  when  engaged  in  or  about  said 
business;  it  being  the  intent  of  this  provision  that 
the  CONTRACTOR  shall  indemnify  and  save  harmless 
the  INTERBOROUGH  COMPANY  against  all  such 
claims  or  liabilities  arising  out  of  or  in  any  man- 
ner connected  with  the  exercise  of  the  rights  and 
privileges  granted  hereunder,  whether  or  not  the 
same  be  due  to  the  negligence  of  the  CONTRACTOR 
or  the  INTERBOROUGH  COMPANY,  or  their  respective 
servants,  agents  or  employes,  or  otherwise. 


21 


The  CONTRACTOR  hereby  further  covenants  and 
agrees  to  indemnify  and  save  harmless  the  INTER- 
BOROUGH  COMPANY  against  any  and  all  claim  or 
claims  for  damages,  and  from  all  liability,  loss  and 
expense  arising  from,  or  because  of,  any  alleged 
libelous  advertisement  or  notice  which  may  have 
been  displayed  by  the  CONTRACTOR  in  any  of  the 
cars  operated  by  the  INTERBOROUGH  COMPANY,  or 
on  the  stations,  appurtenances  or  other  structures 
of  any  of  the  railways  described  herein,  or  because 
of  the  sale  or  display  of  any  newspaper,  magazine 
or  periodical  at  any  of  the  news  stands  at  any  of 
the  stations,  approaches  to  the  stations,  and  plat- 
forms of  the  stations  of  the  railways,  containing, 
or  alleged  to  contain,  any  libelous  matter  or  state- 
ment. 

ARTICLE  V.  In  consideration  of  the  execution 
of  this  contract  'by  the  INTERBOROUGH  COMPANY,, 
and  conditioned  upon  its  approval  by  the  Public 
Service  Commission  for  the  First  District,  the 
CONTRACTOR  hereby  agrees  to  waive  any  and  all 
rights  which  he  now  has,  or  claims  to  have,  to  a 
renewal  or  extension  of  the  rights  and  privileges 
granted  under  a  certain  agreement,  dated  January 
1,  1906,  made  and  entered  into  by  the  INTERBOR- 
OUGH COMPANY  with  Artemas  Ward  and  William 
Gow,  composing  the  firm  of  Ward  &  Gow;  and  fur- 
ther agrees  to  fully  and  wholly,  and  well  and  truly, 
indemnify  and  save  harmless  the  INTERBOROUGH 
COMPANY,  its  successors  and  assigns,  from  and 
against  any  and  all  suits,  actions,  costs,  counsel 
fees,  expenses,  losses,  damages,  judgments  or  de- 
crees to  which  the  INTERBOROUGH  COMPANY  may  be 
put,  or  which  it  may  suffer  or  incur,  arising  or 
growing  out  of  or  because  of  any  breach,  or  alleged 
breach,  of  said  agreement  of  January  1,  1906,  or 
of  any  breach  or  alleged  breach  of  any  of  the  terms, 


provisions,  options  or  privileges  of  said  agreement, 
which  may  be  asserted  or  alleged  by  the  said  Ar- 
temas  Ward  and  William  Gow,  or  either  or  both 
of  them,  individually,  or  as  co-partners,  or  by  their 
or  'by  either  or  both  of  their  heirs,  executors,  ad- 
ministrators or  assigns.,  or  by  any  person,  firm  or 
corporation  having  or  claiming  to  have  any  rights 
or  privileges  in  or  under  the  said  agreement  of 
January  1,  1906,  affected  or  interfered  with  by  the 
execution  of  this  contract. 

It  is  hereby  expressly  understood  and  agreed 
that  the  covenants,  indemnities,  stipulations  and 
agreements  of  this  article,  and  the  right  of  the 
INTERBOROUGH  COMPANY  to  insist  upon  and  enforce 
the  same,  are  not  intended  to  be,  and  shall  not  lie 
construed  to  be,  dependent  in  any  way  upon  the 
duration  of  the  rights  and  privileges  granted  under 
this  contract,  or  of  any  of  them,  the  execution  by 
the  INTERBOROUGH  COMPANY  of  this  contract  and 
the  approval  thereof  by  the  said  Public  Service 
Commission  being  deemed  to  be  full  and  adequate 
consideration  for  said  provisions. 

ARTICLE  VI.  The  CONTRACTOR  further  covenants 
and  agrees  that,  within  fifteen  days  after  the  ex- 
piration of  this  agreement,  or  within  fifteen  days 
after  the  expiration  of  any  of  the  privileges  granted 
herennder,  he  will  remove  from  the  premises  of  the 
INTERBOROUGH  COMPANY,  upon  or  in  connection 
with  which  such  privileges  are  granted,  all  prop- 
erty of  every  description  placed  thereon  by  the 
CONTRACTOR  under  the  provisions  of  this  agree- 
ment. 

The  INTERBOROUGH  COMPANY,  on  its  part,  agrees. 
in  every  proper  manner  consistent  Avith  its  duty 
to  its  passengers,  to  facilitate  the  CONTRACTOR  in 
carrying  out  the  intent  of  this  agreement  and  in 
making  the  business  hereby  authorized  successful; 


23 

and,  to  that  end,  the  INTEEBOROUGH  COMPANY 
agrees,  subject  to  the  terms,  conditions  and  limita- 
tions of  Contract  No.  3  and  the  Interborough  Cer- 
tificate, that  it  will1  neither  authorize  nor  permit 
any  other  person  or  persons  to  sell  any  articles 
whatsoever,  nor  check  parcels,  nor  to  maintain  any 
automatic  platform  weighing  machines,  automatic 
vending  machines  for  the  sale  of  chewing  gum, 
chocolate,  candy  or  any  other  articles  on  the  sta- 
tions, stairways,  approaches  to  stations  or  plat- 
forms upon  or  in  connection  with  which  similar 
privileges  are  granted  hereunder  to  the  CONTRAC- 
TOR, or  to  place  any  signs,  advertisements  or  no- 
tices in  the  cars  operated  by  the  INTERBOROUGH 
COMPANY  on  any  of  the  railroads  herein  described 
or  on  the  stations,  stairways  or  approaches  to  sta- 
tions or  platforms  upon  which  similar  privileges 
are  granted  hereunder  to  the  CONTRACTOR,  pro- 
vidcd,  however,  that  in  the  performance  of  this 
covenant  the  INTERBOROUGH  COMPANY  shall  not  be 
required  to  act  in  conflict  with  the  provisions  of 
Contract  No.  3  or  of  the  Interborough  Certificate, 
and  anything  done  by  the  INTERBOROUGH  COMPANY 
in  the  performance  of  its  obligations  under  Con- 
tract No.  3  and  the  Interborough  Certificate  shall 
not  be  deemed  to  be  a  violation  of  this  covenant. 

The  INTERBOROUGH  COMPANY  further  agrees  that 
the  persons  employed  by  the  CONTRACTOR  in  and 
about  the  'business  contemplated  hereunder  and 
when  engaged  therein,  subject  to  such  reasonable 
rules  as  the  INTERBOROUGH  COMPANY  may  establish 
from  time  to  time  in  its  discretion,  shall  have  free 
access  to  and  from  and  free  passage  over  and  upon 
the  stations,  cars,  platforms  and  approaches  of  the 
INTERBOROUGH  COMPANY  for  the  purpose  of  per- 
forming their  duties  in  said  business  and  shall  be 
allowed  to  take  with  them  the  articles  necessary 
in  carrying  out  this  agreement,  provided  that  they 


24 


do  not  inconvenience,  injure  or  annoy  the  passen- 
gers or  employes  of  the  INTERBOROUGH  COMPANY. 

The  CONTRACTOR  hereby  covenants  and  agrees 
that  all  persons  employed  by  him  shall  conduct 
themselvesi  in  an  orderly  and  proper  manner  and 
so  as  not  to  annoy  or  be  offensive  to  the  passengers 
of  the  INTERBOROUGH  COMPANY  by  solicitations  or 
otherwise,  and  further  agrees  that  he  will,  at  the 
request  of  the  President  of  the  INTERBOROUGH  COM- 
PANY, discharge  any  employe  who  shall  offend  in 
this  respect,  and  that  he  will  not,  without  the  con- 
sent of  said  President,  employ  or  retain  any  per- 
son who  has  been  discharged  for  cause  from  the 
employment  of  the  INTERBOROUGH  COMPANY. 

The  CONTRACTOR  further  agrees  that  the  persons 
so  employed  by  him  shall  be  designated  by  a  sim- 
ple badge  or  uniform,  or  by  both,  of  a  style  satis- 
factory to  the  said  President,  and  that  he  will  con- 
duct the  business  herein  provided  for  in  a  manner 
in  all  respects  reasonably  acceptable  to  the  INTER- 
BOROUGH COMPANY. 

The  Contractor  further  covenants  and  agrees 
that  all  persons  employed  by  him  in  the  business 
herein  provided  for  shall  make  no  unnecessary  dirt 
or  litter  in  or  about  the  said  stations,  platforms, 
approaches  or  cars>,  and  that  he  will  promptly  re- 
move any  and  all  dirt  caused  by  any  of  his  em- 
ployes. 

ARTICLE  VII.  The  CONTRACTOR  hereby  agrees 
to  deposit  with  the  INTERBOROUGH  COMPANY  upon 
the  execution  and  delivery  of  this  contract,  as  se- 
curity for  the  payment  of  all  of  the  amounts  herein 
provided  for  and  for  the  faithful  performance  of  all 
the  terms,  conditions,  stipulations  and  covenants 
of  this  contract,  cash  to  the  amount  of  One  hun- 
dred and  fifty  thousand  dollars  ($150,000),  or,  in 
lieu  thereof,  securities  of  a  market  value  equal  to 


25 

said  amount,  the  character  and  amount  of  which 
shall  have  been  previously  approved  in  writing  by 
the  President  of  the  INTERBOROUGH  COMPANY.  In 
case  securities  are  so  deposited  and  the  same  shall 
depreciate  in  value  so  as  to  be  of  a  market  value 
of  less  than  One  hundred  and  fifty  thousand  dol- 
lars (|150,000),  the  CONTRACTOR  agrees  to  deposit 
other  approved  securities  in  lieu  thereof  or  to  de- 
posit additional  approved  securities  so  as  to  bring 
the  total  market  value  of  such  securities  up  to  said 
amount.  The  CONTRACTOR  shall  have  the  right, 
from  time  to  time,  with  the  consent  in  writing  of 
the  President  of  the  INTERBOROUGH  COMPANY,  to 
substitute  cash  for  securities,  or  securities  of  the 
character  aforesaid  for  cash,  or  new  securities  for 
securities  theretofore  deposited,  but  always  so  that 
the  total  amount  and  value  of  the  deposit,  whether 
in  cash  or  securities,  shall  not  be  reduced.  Any 
securities  deposited  as  security  hereunder  shall  be 
first  endorsed  or  assigned  in  blank.  So  long  as 
there  is  no  default  on  the  part  of  the  CONTRACTOR 
in  the  performance  of  any  of  the  terms,  conditions 
or  stipulations  of  this  contract,  the  actual  interest 
earned  by  any  such  cash  deposited  hereunder  or 
the  dividends  or  interest  paid  on  any  securities  de- 
posited hereunder  shall  be  paid  over  to  the  CON- 
TRACTOR from  time  to  time  as  the  same  shall  be  re- 
ceived by  the  INTERBOROTTGH  COMPANY. 

The  said  deposit,  whether  in  cash  or  securities,  in 
the  form  and  as  the  same  shall  at,  any  time  be, 
shall  be  security  for  the  faithful  performance  by 
the  CONTRACTOR  of  all  the  terms,  conditions,  stipu- 
lations and  covenants  of  this  contract.  In  case  of 
any  default  on  the  part  of  the  CONTRACTOR  in  such 
performance,  then  the  INTERBOROUGH  COMPANY 
may  forthwith  apply  to  its  use  the  said  deposit  in 
cash  or  securities,  or  so  much  thereof  as  may  be 
necessary  to  reimburse  it  for  any  damages  incurred 
by  reason  of  any  such  default. 


2G 


In  case  said  deposit  shall  l>e  diminished  by  reason 
of  any  such  application,  the  CONTRACTOR  agrees 
within  ten  (10)  days  after  written  notice  from  the 
President  of  the  INTERBOROUGH  COMPANY,  by  fur- 
ther deposit  of  money  or  approved  securities,  to  re- 
store the  said  deposit  to  the  full  amount  originally 
required.  If  the  Contractor  shall  fail  to  meet  the 
payments  in  this  contract  provided  for,  his  lia- 
bility therefor  shall  be  limited  to  the  payments  due 
for  the  actual  time  of  occupation,  and  the  cash  or 
securities  deposited  with  the  INTERBOROUGH  COM- 
PANY, as  aforesaid,  shall  stand  as  the  entire  liqui- 
dated damages  beyond  such  earned  payments. 

ARTICLE  VIII.  The  present  rates  for  advertising 
adopted  by  the  CONTRACTOR  under  his  prior  con- 
tract \vith  the  TNTERBOROUGII  COMPANY  and  the 
present  method  of  disposing  of  the  advertising 
space,  and  privileges  accorded  to  him  thereby  hav- 
ing proved  sufficient  to  establish  the  stability  of 
the  business  conducted  by  the  CONTRACTOR  there- 
under and  to  insure  his  ability  to  meet  the  rentals 
required  by  the  terms  of  said  contract,  for  the  pur- 
pose of  avoiding  the  effect  of  any  unwise  or  im- 
provident reduction  of  said  rates,  to  the  extent  that 
8ii ch  an  arrangement  may  be  lawful,  the  CONTRAC- 
TOR agrees  that  he  will  neither  make  any  substan- 
tial reduction  in  his  said  rates,  nor  unreasonably 
grant  the  gratuitous  use  of  unsold  spaces  without 
(except  as  hereinafter  otherwise  provided)  the 
consent  in  writing  of  the  President  of  the  INTER- 
BOROUGH  COMPANY.  If,  and  as  often  as,  the  CON- 
TRACTOR shall  desire  to  make  any  such  reduction  in 
said  rates,  or  to  change  his  present  method  of  util- 
izing unsold  space,  he  shall  notify  in  writing  the 
President  of  the  TNTEKBOROUGH  COMPANY  of  the 
proposed  reduction  or  reductions,  change  or 


27 


changes.  Unless  the  President  shall,  within  five 
days  from  the  giving  of  any  such  notice,  signify  in 
writing  his  disapproval  thereof,  he  shall  be  deemed 
to  have  approved  the  proposed  reduction  or  reduc- 
tions, change  or  changes.  If,  however,  within  said 
five  days,  the  President  shall  have  signified  in  writ- 
ing his  disapproval  thereof,  or  of  any  thereof,  then 
the  question  of  the  propriety  of  permitting  such 
reduction,  reductions,  change  or  changes,  shall  be 
submitted  to  arbitration  in  the  manner  herein  pro- 
vided and  the  decision  of  the  arbitrators  shall  be 
final.  If  the  finding  shall  be  against  the  CONTRAC- 
TOR, no  forfeiture  of  the  CONTRACTOR'S  rights  here- 
under  shall  be  worked  thereby,  but  the  INTERBOR- 
OLTGH  COMPANY  may,  at  its  option,  prohibit  the  put- 
ting into  effect  or  the  continuance  of  the  rates  or 
advertisements  in  controversy  and  the  CONTRACTOR 
agrees  to  observe  such  prohibition  and  the  CON- 
TRACTOR'S failure  to  observe  such  prohibition  shall, 
at  the  option  of  the  INTERBOROUGH  COMPANY,  work 
a  forfeiture  of  his  rights  under  this  contract.  Re- 
newals of  long  standing  and  existing  contracts  and 
donations  or  discounts  to  charitable  or  philan- 
thropic societies  or  institutions  shall  not  be  con- 
sidered a  violation  of  the  provisions  of  this  Arti- 
cle, The  present  rates,  as  herein  mentioned,  are 
set  forth  in  a  schedule  or  memorandum  appended 
hereto.  If  the  provisions  of  this  Article,  or  any 
of  them,  shall  be  declared  to  be  illegal  by  any  court 
of  competent  jurisdiction,  that  circumstance  shall 
not  operate  to  affect  the  validity  of  any  other  part 
of  this  contract. 

ARTICLE  IX.  In  case  a  portion  of  the  rights  and 
privileges  granted  hereunder  shall,  as  provided  in 
Article  I  hereof,  be  declared  to  be  or  be  made  un- 
lawful or  terminated,  and  in  case  in  such  event  the 


28 


CONTRACTOR  shall  elect  to  retain  the  rights  and 
privileges  not  so  declared  to  be  or  made  unlawful, 
or  not  so  terminated,  the  payments  to  be  made  by 
the  CONTRACTOR  for  such  diminished  rights  and 
privileges  (unless  otherwise  provided  under  Arti- 
cle III  hereof)  shall  be  readjusted  upon  a  fair 
and  equitable  basis.  In  order  to  facilitate  such 
readjustment  and  to  ascertain  the  gross  returns 
or  net  profits  of  that  portion  of  the  business  which 
may  have  been  so  declared  to  be,  or  made  unlaw- 
ful, or  so  terminated,  or  of  that  portion  of  the  busi- 
ness remaining,  the  CONTRACTOR  covenants  and 
agrees  to  submit  to  the  INTEIRBOROTJGH  COMPANY 
for  the  inspection  of  its  officers  or  of  its  duly  au- 
thorized agents  or  representatives,  all  of  his  books 
of  account  showing  the  details  of  his  operation 
under  this  contract.  In  case  the  CONTRACTOR  and 
the  INTEIRBOROTJGH  COMPANY  cannot  agree  upon 
such  readjustment,  the  same  shall  be  determined  by 
arbitration  as  hereinafter  provided. 

Pending  the  readjustment  of  such  payments,  or 
the  determination  of  such  arbitration,  the  CON- 
TRACTOR shall  continue  to  pay  the  full  amounts  pro- 
vided hereunder,  and  the  INTERBOROTJGH  COMPANY 
shall  repay,  when  the  final  decision  is  reached,  the 
amount  of  diminution  agreed  upon,  or  finally  al- 
lowed because  of  the  diminished  privileges  for  the 
said  period. 

ARTICLE  X.  If  the  INTERBOROUGH  COMPANY  or 
the  CONTRACTOR  shall  desire  to  submit  to  arbitra- 
tion any  matter  of  difference  arising  under  any  pro- 
vision of  this  contract  in  respect  of  which  it  is 
therein  provided  an  arbitration  may  be  had,  such 
matter  of  difference  shall  be  submitted  to  arbitra- 
tion as  follows.  Either  the  INTERBOROUGH  COM- 
PA.VY  or  the  CONTRACTOR  may  give  written  notice 
to  the  other  that  it  requires  the  matter  of  differ- 


29 


ence  to  be  submitted  to  arbitration  and  shall  at 
the  same  time  name  a  disinterested  person  as  an  ar- 
bitrator and  accompany  the  notice  by  a  written  ac- 
ceptance by  the  arbitrator  of  the  nomination.  With- 
in five  (5)  days  after  the  receipt  of  such  notice  the 
party  receiving  the  same  shall  nominate  a  disinter- 
ested person  as  an  arbitrator  and  give  written  no- 
tice of  such  nomination  to  the  other  party,  the  no- 
tice to  be  accompanied  by  a  written  acceptance  by 
the  arbitrator  of  the  nomination. 

If  such  two  arbitrators  cannot  agree  upon  the 
matter  in  controversy  within  twenty  (20)  days 
after  the  nomination  of  the  second  arbitrator,  or 
within  such  further  time  as  the  parties  thereto 
may  stipulate  in  writing,  the  two  arbitrators  shall 
select  a  third  arbitrator,  and  the  final  decision  of 
the  three  arbitrators  shall  be  rendered  within  ten 
(10)  days  after  the  selection  of  the  third  arbitra- 
tor, or  within  such  further  time  as  the  parties  may 
stipulate.  The  decision  of  any  two  arbitrators  in 
writing  shall  be  final  and  binding  upon  both  par- 
ties. 

ARTICLE  XI.  The  CONTRACTOR  shall  have  the 
right  or  option  to  a  renewal  for  a  further  period 
of  five  years,  and  then  to  a  further  renewal  for  the 
unexpired  term  of  this  contract  of  the  rights  and 
privileges  granted  under  Article  II,  subdivisions 
(a),  (b)  and  (c)  hereof,  upon  the  expiration  of  the 
term  of  each  of  such  grants  upon  the  same  terms 
and  conditions  as  are  herein  contained  in  respect 
thereof,  provided,  and  on  the  condition  that,  the 
consent  and  approval  of  the  Public  Service  Com- 
mission for  the  First  District  under  Contract  No. 
3  and  the  Interborough  Certificate  may  be  first 
had  and  obtained  to  s>uch  renewal  or  renewals,  and 
provided  further  that  the  CONTRACTOR  shall  obtain 
no  rights  under  this  Article  or  the  option  herein 
provided  extending  beyond  the  term  of  this  con- 


30 


tract,  as  provided  in  Article  I  hereof.  In  case  such 
consent  and  approval  of  the  Public  Service  Com- 
mission for  the  First  District  cannot  be  obtained 
(but  only  in  such  event),  the  CONTRACTOR  shall  be 
entitled  to  a  reasonable  deduction  from  the  pay- 
ments required  to  be  made  under  Article  III,  Sub- 
division (1),  paragraph  (c)  of  this  contract;  the 
amount  of  such  deduction  shall  be  determined  by 
agreement  between  the  INTERBOROFGH  COMPANY 
and  the  CONTRACTOR,  or,  in  case  of  their  failure 
to  agree,  by  arbitration  as  herein  provided. 

ARTICLE  XII.  All  the  rights  and  privileges 
granted  under  this  contract  to  the  CONTRACTOR 
shall  forthwith  terminate  at  the  option  of  the  IN- 

TERBOROUGH  COMPANY,   (a)   if  the  CONTRACTOR  shall 

make  any  assignment  for  the  benefit  of  creditors; 
or  (b)  if  a  receiver  shall  be  appointed  by  any  court 
of  the  property  of  the  CONTRACTOR;  or  (c)  if  the 
CONTRACTOR  shall  be  adjudged  a  bankrupt;  PRO- 
VIDED, HOWEVER,  and  it  is  distinctly  understood 
and  agreed,  that  no  such  termination  of  the  rights 
and  privileges  granted  hereunder  shall  in  any  way 
affect  the  rights  or  obligations  of  the  CONTRACTOR 
or  the  INTERBOROUGH  COMPANY  under  Articles  IV, 
V  and  VII  hereof,  or  the  rights  or  lien  of  the  IN- 
TERBOROUGH COMPANY  in  and  upon  the  cash  or  se- 
curities deposited  pursuant  to  the  provisions  of 
Article  VII  hereof. 

ARTICLE  XIII.  This  Contract  shall  bind  and  in- 
ure to  the  benefit  of  the  executors,  administrators, 
successors  and  assigns  of  the  parties  hereto.  But 
the  CONTRACTOR  covenants  that  he  will  not  assign 
this  Contract  or  transfer,  sell  or  assign  any  of  the 
rights  or  privileges  granted  hereunder,  and  no  such 
assignments,  transfer  or  sale  shall  be  valid  or  be 
binding  upon  the  INTERBOROUGH  COMPANY  without 
the  written  consent  of  the  INTEIRBOROUGH  COMPANY 


31 


first  had  and  obtained.  In  case  the  CONTRACTOR 
shall  organize  a  corporation  under  the  laws  of  the 
State  of  New  York  for  the  purpose  of  taking  over 
all  of  the  rights  of  the  CONTRACTOR  under  this  Con- 
tract and  for  the  purpose  of  carrying  on  the  busi- 
ness contemplated  hereunder,  the  INTERBOROUGH 
COMPANY  agrees  to  consent  to  the  assignment  of 
this  Contract  in  its  entirety  to  such  corporation, 
provided  it  shall  be  satisfied  with  the  financial 
condition  and  ability  of  any  such  corporation  to 
carry  on  such  business  and  to  make  the  payments 
required  hereunder,  and,  provided  further,  that  no 
such  consent  shall  affect  the  rights  or  lien  of  IN- 
TERBOROUGH COMPANY  to  or  upon  the  cash  or  secur- 
ities deposited  hereunder  for  the  faithful  perform- 
ance of  this  Contract,  and,  provided  further,  that 
such  consent  may  be  given  upon  such  further  con- 
ditions as  may  be  reasonably  required  for  the  ade- 
quate protection  of  the  INTBRBOROUGH  COMPANY. 


IN      WITNESS      WHEREOF,      INTERBOROUGH 

TRANSIT  COMPANY  has  caused  this  Contract  to  be 
signed  in  its  name  by  its  President  and  its  corpo- 
rate seal  to  be  hereto  affixed,  attested  by  its  Sec- 
retary, and  ARTEMAS  WARD  has  hereunto  signed 
his  name  and  affixed  his  seal,  the  day  and  year  first 
above  written. 

INTERBOROUGH  RAPID  TRANSIT  COMPANY, 

By  T.  P.  SHONTS, 
President. 

Attest  : 

H.  M.  FISHER, 

Secretary. 
[Corporate  Seal.] 

ARTEMAS  WARD  (  L.  s.  ) 


32 
STATE  OF  NEW  YORK, 


COUNTY  OF  NEW  YORK,  f ss ' 

On  this  29th  day  of  December,  in  the  year  One 
thousand  nine  hundred  and  thirteen  (1913),  be- 
fore me  personally  came  T.  P.  SHONTS,  to  me 
known,  who,  being  by  me  duly  sworn,  did  depose 
and  say  that  he  resides  in  the  City  of  New  York, 
State  of  New  York ;  that  he  is  the  President  of  IN- 
TERBOROUGH  RAPID  TRANSIT  COMPANY,,  the  corpora- 
tion described  in  and  which  executed  the  forego- 
ing instrument;  that  he  knows  the  seal  of  said  cor- 
poration; that  the  seal  affixed  to  said  instrument 
is  such  corporate  seal ;  that  it  was  so  affixed  by 
order  of  the  Board  of  Directors  of  said  corporation, 
and  that  he  signed  his  name  thereto  by  like  order. 

J.  C.  NORRIS, 
(Notarial  Seal)  Notary  Public, 

N.  Y.  Co.,  No.  2777. 
Certificate  Filed  Register's  Office, 
N.  Y.  County,  No.  5029. 


33 

STATE  OF  NEW  YORK,) 
COUNTY  OP  NEW  YORK,) 

On  this  29th  day  of  December,  in  the  year  One 
thousand  nine  hundred  and  thirteen  (1913),  be- 
fore me  personally  came  ARTEMAS  WARD,  to  me 
known,  and  known  to  me  to  be  the  individual  de- 
scribed in  and  who  executed  the  foregoing  instru- 
ment, and  he  duly  acknowledged  to  me  that  he  ex- 
ecuted the  same. 

J.  C.  NORRIS, 
(Notarial  Seal)  Notary  Public, 

New  York  County,  No.  2777. 
Certificate  Filed   Register's  Office, 
N.  Y.  County,  No.  5029. 


34 

RATES  FOR  SPACE  IN  CARS. 
Size  11   x  21   Inches. 


For  Twelve      For  Six  For  Three 
Months'        Months'         Months' 

Lease  Lease  Lease 

Per  Month    Per  Month  Per  Month 


Elevated  &  Subway,  all 
H  of  all  cars  

cars.  $1,450.00 
850  00 

$1,595.00 
935  00 

$1,670.00 
980  00 

J4   of  all  cars  

475.00 

525  00 

550  00 

Elevated  alone,  all  cars. 

850.00 

935  00 

980  00 

l/2  of  all  cars  

475  00 

525  00 

550  00 

54   of  all  cars  

275.00 

305  00 

325  00 

A.  W. 
T.  P.  S. 

RATES   FOR   SPACE   ON    ELEVATED   OR    SUBWAY 
STATIONS. 

For   1-Sheet   Poster,   Size   30   x   46   Inches. 

For  Twelve      For  Six  Foi  Three 

Months'         Months'  Months' 

Lease  Lease  Lease 

Per  Month    Per  Month  Per  Month 


All    stations     

$600  00 

$660  00 

$690  00 

l/2  of  all  stations  

350  00 

385  00 

405  00 

J4  °f  all  stations  

200.00 

220.00 

230.00 

COMBINATION    RATES    FOR    SPACE    ON 
AND  SUBWAY  STATIONS. 


ELEVATED 


For  1-Sheet   Poster,   Size  30  x  46  Inches. 

For  Twelve      For  Six  For  Three 

Months'        Months'  Months' 

Lease            Lease  Lease 

Per  Month    Per  Month  Per  Month 


All   stations    

l/z  of  all  stations. 
J4  of  all  stations. 


.$1,000.00    $1,100.00    $1,150.00 

.   600.00      660.00      690.00 

350.00      385.00      405.00 


A.  W. 

T.  P.  S, 


i  n\H\/  t:: 


INTERBOROUGH  RAPID  TRANSIT  COMPANY 


and 


THE  TERRY  &  TENCH  CO.,  Inc., 


THE  SNARE  &  TRIEST  COMPANY,  and 


THE  T.  A.  GILLESPIE  COMPANY. 


CONTRACT  FOR  THE  CONSTRUCTION  OF  ADDI- 

TIONAL  TRACKS,  ETC.,  MANHATTAN 

ELEVATED  LINES. 


Dated,  February  13,  1914. 


The  Hecla  Press,  57  Warren  St.,  N.  Y.    Tel.  6067  Barclay. 


'ML 


1.  THIS  CONTRACT  is  made  between  the  INTER- 
BOROUGH    KAPID    TRANSIT    COMPANY,    hereinafter 
called  "the  Company,"  and  THE  TERRY  &  TENCH 
Co.,  Inc.,  a  New  York  corporation,  THE  SNARE  & 
TRIEST  COMPANY,  a  New  York  corporation,  and 
THE  T.  A.  GILLESPIE  COMPANY,,  a  New  Jersey  cor- 
poration, -who  have  associated  themselves  together 
for  the  purpose  of  doing  the  work  herein  described, 
and  who  are  hereinafter  called  "the  Contractor." 

2.  The  Company  is  the  lessee  and  operator  of 
the  elevated  railroads  of  the  Manhattan  Bailway 
Company  in  The  City  of  New  York.     On  March 
19,  1913,  the  Public  Service  Commission  delivered 
to  the  Manhattan  Railway  Company,  and  that  Com- 
pany accepted,  a  certificate  for  the  construction 
and  operation  of  additional  tracks  on  Second  Ave- 
nue, Third  Avenue  and  Ninth  Avenue.     The  orig- 
inal of  that  certificate  is  on  file  with  the  Commis- 
sion and  is  made  a  part  of  this  Contract,  so  far 
as  it  may  be  applicable. 

3.  This  Contract  is  intended  to  be  a  sub-con- 
tract for  the  performance  by  the  Contractor  of  all 
of  the  obligations  as  to  the  construction  of  Plant 
and  Structure  as  the  words  "Plant  and  Structure" 
are  defined  in  said  certificate  (except  additions), 
imposed  upon  the  Company  by  the  acceptance  of 
said  certificate,  with  the  exception  of  certain  things 
hereafter  stated  which  the  Company  will  do  itself, 
or  engage  others  to  do. 

4.  The  Contractor  hereby  undertakes  the  per- 
formance of  all  of  such   construction  obligations 
and  agrees  to  do  all  work  and  furnish  all  labor, 


tools,  machinery,  plant  and  materials  necessary 
therefor,  in  strict  accordance  with  the  terms  and 
conditions  of  the  said  certificate  and  under  the 
supervision  and  to  the  satisfaction  of  the  Chief 
Engineer  of  the  Company  and  in  accordance  with 
the  specifications  hereto  annexed  and  the  drawings 
herein  referred  to,  which  are  hereby  made  a  part 
of  this  Contract,  Said  drawings  bear  the  general 
title  "Interborougli  Rapid  Transit  'Company,"  and 
are  specified  and  identified  in  Schedule  A  annexed 
hereto. 

5.  The  Company,  in  consideration  of  such  per- 
formance, will  pay  to  the  Contractor  the  actual 
and  necessary  costs  hereinafter  specified  incurred 
by  the  'Contractor,  and,  except  as  hereinafter  pro- 
vided, in  addition  thereto  a  sum  equal  to  fifteen 
per  centum  ( 15% )  of  such  costs  as  compensation 
to  the  Contractor  for  its  skill  and  services  and  for 
furnishing  and  maintaining  in  good  order  and  re- 
pair the  necessary  plant,  tools  and  machinery  for 
the  performance  hereunder,  and  also  for  all  obliga- 
tions and  risks  herein  assumed  by  the  Contractor, 
hereinafter  called  the  Contractor's  percentage. 

6.  The  actual  and  necessary  costs  shall  include : 

(a)  The  sums  actually  and  necessarily  paid  by 
the  Contractor  for  all  labor  and  materials  enter- 
ing into  the  construction  herein  provided  for; 

(b)  The  sums  actually  and  necessarily  paid  by 
the  Contractor  for  superintendence;  rents  of  field 
offices,  licenses  and  permits,  field  office  manage- 
ment and  expenses ;  engineering  and  legal  expenses ; 

(c)  The  sums  actually  and  necessarily  paid  by 
the  Contractor  for  such  insurance  or  indemnity 
bonds  as  the  'Company   may   prescribe  or  as  the 


Contractor  may  otherwise  deem  proper  (but  not 
including  any  premium  paid  by  the  Contractor  on 
the  bond  given  hereunder  as  security  for  the  faith- 
ful performance  by  the  Contractor  of  this  con- 
tract) ;  no  'Contractor's  percentage  shall  be  allowed 
on  such  sums; 

(d)  Expenditures  necessarily  incurred  in  defend- 
ing and  discharging  claims  for  damages  to  per- 
sons or  property  arising  from  negligence,  or  other- 
wise, by  the  Company,  the  Contractor,  or  whomso- 
ever done;  or  at  the  option  of  the  'Company,  the 
Contractor  will  turn  over  to  the  Law  Department 
of  the  Company  all  such  claims  and  suits  for  ad- 
justment, litigation  or  payment  by  the  Company; 
no  'Contractor's  percentage  shall  be  allowed  on  ex- 
penditures in  payment  of  claims  or  judgments  for 
injuries  to  persons  or  property. 

7.  On  or  about  the  first  day  of  each  month,  the 
Chief  Engineer  shall  make  an  estimate  in  writing, 
such  as,  in  his  opinion,  shall  be  just  and  fair  of 
the  actual  and  necessary  costs  incurred  for  the 
work  done  and  materials  delivered  to  the  end  of 
the  preceding  calendar  month,  or  since  the  last 
monthly  estimate.     The  Chief  Engineer  shall  also 
make  an  estimate  in  writing,  such  as,  in  his  opin- 
ion, shall  be  just  and  fair,  of  the  actual  and  neces- 
sary costs  incurred  by  the  Contractor  for  materials 
procured  by  it  and  in  its  possession  in  The  City 
of  New  York,  although  not  yet  delivered  to  the 
Company,   provided    that    such    materials    be   set 
apart  and  marked  and  identified  as  the  property 
of  the  Company. 

8.  On  or  about  the  fifteenth  day  of  each  month 
ninety  per  centum  of  the  amount  appearing  due 
by  such  estimates,  together  with  the  Contractor's 
percentage  thereof,  shall  be  paid  to  the  Contractor 


in  cash  at  the  office  of  the  Company  upon  delivery 
of  receipts  satisfactory  to  the  Company. 

9.  Whenever,  in  the  opinion  of  the  Chief  En- 
gineer, the  Contractor  shall  have  completely  per- 
formed a  substantial  and  conveniently  separable 
portion  of  this  Contract,  the  Chief  Engineer  shall 
prepare  an  intermediate  estimate  as  to  such  separ- 
able  portion    showing    from    actual   measurement 
the  whole  amount  of  work  done  and  materials  fur- 
nished as  to  such  portion  and  the  actual  and  neces- 
sary costs  thereof  according  to  the  terms  of  this 
'Contract.     At  the  expiration  of  thirty  days  after 
the  delivery  of  such  intermediate  estimate  as  to 
any  such  substantial  portion,  the  Company  shall 
pay  to  the  Contractor  the  amount  of  such  costs, 
plus  the  Contractor's  percentage  then  remaining 
unpaid  as  to  such  substantial  portion,   provided 
that  as   to  all   other  portions   remaining  unper- 
formed, progress  satisfactory  to  the  Chief  Engineer 
shall  have  been  made  by  the  Contractor. 

10.  Whenever,  in  the  opinion  of  the  Chief  En- 
gineer, the  Contractor  shall  have  completely  per- 
formed  this  'Contract,   the   Chief   Engineer   shall 
prepare  a  final  statement  or  estimate  showing  from 
actual  measurements  the  whole  amount  of  work 
done  and  materials  furnished  by  the  Contractor 
and  the  actual  and  necessary  costs  thereof,  plus 
the  Contractor's  percentage  to  the  Contractor.    At 
the  expiration  of  ninety  days  after  the  delivery  of 
such  final  estimate,  the  'Company  shall  pay  to  the 
Contractor  in  cash  the  amount  remaining  after  de- 
ducting from  the  amount  stated  in  such  final  esti- 
mate all  such  sums  as  shall  theretofore  have  been 
paid  to  the  Contractor  under  any  of  the  provisions 
of  this  Contract,  and  also  any  sum  or  all  sums  of 
money  as  by  the  terms  hereof  the  Company  is  or 


may  be  authorized  to  reserve  or  retain.  All  prior 
monthly  or  intermediate  estimates  or  other  certi- 
ficates upon  which  partial  or  other  payments  may 
have  been  made  (being  merely  estimates)  shall  be 
subject  to  correction  in  the  final  estimates. 

11.  The  acceptance  by  the  'Contractor  of  the  last 
or  final  payment  shall  be  and  operate  as  a  release 
to  the  Company  from  all  claim  and  liability  to  the 
Contractor  for  anything  done  or  furnished  for,  or 
relating  to,  the  work,  or  for  any  act  or  neglect 
of  the  Company  or  the  'Chief  Engineer,  or  of  any 
person  relating  to  or  affecting  the  work. 

12.  It  is  understood  that  this  Contract  must 
be  performed  without  seriously  interfering  with  the 
normal  and  usual  operations  of  the  railroads  and 
the  power  house,  sub-stations,  shops,  terminals  and 
other  places  and  appliances  of  the  Company,  and 
therefore  it  is  expressly  agreed  that,  as  to  all  mat- 
ters, the  'Contractor  and  its  subordinates  will  co- 
operate and  confer,  and  comply  with  the  directions 
of  the  Chief  Engineer.     This  provision  shall  apply 
to  all  work  of  construction  and  the  time,  manner 
and  methods  of  the  performance  of  each  and  every 
part  thereof,  including  the  furnishing  of  labor  and 
material  therefor. 

12a.  Before  entering  upon  the  performance  of 
this  contract  the  Contractor  shall  file  with  the  Chief 
Engineer  for  his  approval  a  statement  or  schedule 
of  the  rates  of  salaries  and  wages  proposed  to  be 
paid  by  the  Contractor  for  all  classes  of  employees 
and  laborers,  including  engineering  and  clerical  as- 
.sistants,  engaged  in  the  performance  of  this  con- 
tract. No  allowance  shall  be  made  to  the  Con- 
tractor in  excess  of  the  rate  approved  by  the  Chief 
JBngineer,  .Such  .statement  or  .schedule  may  be 


6 

charged  or  supplemented  from  time  to  time  as  con- 
ditions may  require  provided  the  approval  of  the 
Chief  Engineer  shall  be  first  obtained. 

13.  The  Company  may,  whenever  it  deems  it  ad- 
visable, establish  a  system  of  accounts,  vouchers  and 
pay-rolls  to  be  used  by  the  Contractor  in  connec- 
tion with  this  Contract,  and  may  from  time  to  time, 
prescribe  and  alter  the  form  and  manner  in  which 
they  shall  be  kept.    The  Company  shall  at  all  times 
have  access  to  all  such  accounts  and  other  records 
for  inspection  and  examination,  so  that  the  actual 
costs  can,  at  all  times,  be  promptly  and  accurately 
determined  and  the  property  identified. 

14.  No  payment,  credit,  compensation,  or  con- 
cession,  of  whatsoever   character,   having  in   any 
way  to  do  with  the  actual  and  necessary  costs  of 
the  Contractor  under  this  Contract,  shall  be  de- 
termined to  be  a  part  of  such  costs,  unless  the  Con- 
tractor, before  making  such  payment,  credit,  com- 
pensation or  concession,  shall  forthwith  file  with 
the  Company  a  duplicate  voucher,  credit  slip  or 
other  original   evidence  thereof,  for  audit   by  the 
Auditor  of  the  Company  and  approval  for  payment 
by  the  President  of  the  Company,  or  by  some  per- 
son by  the  President  thereunto  duly  authorized. 

15.  The  'Company  may  object  to  any  expenditure 
either  made  or  proposed,  as  unreasonable  or  im- 
proper, and  thereupon  such  expenditures  shall  not 
be  estimated  by  the  Chief  Engineer,  as  part  of  the 
actual  and  necessary  costs;  but  the  disputed  items 
shall    be  held   in   suspense   and   submitted   to   ad- 
judication either  by  arbitration  or  in  the  courts. 

16.  The  Contractor  shall  not  assign  this  Con- 
tract without  first  having  obtained  the  consent  in 
writing  of  the   Company,   and   without  such   con- 
sent no  such  assignment  shall  be  recognized  by,  or 


be  binding  upon  the  Company.  The  Contractor 
shall  (except  in  such  cases  where  permission  to  do 
otherwise  is  expressly  granted  from  time  to  time 
in  writing  by  the  Company  through  its  President  or 
a  Vice-President)  before  entering  into  any  con- 
tract, agreement  or  undertaking  having  to  do  with 
the  construction  or  equipment  of  the  railroads, 
submit  the  same  to  the  President  or  a  Vice-Presi- 
dent  for  his  approval  and  he  may,  as  a  condition 
of  approval,  require  the  insertion  of  such  terms  and 
conditions  therein  as  may  be  deemed  necessary. 
The  Company  may  further  require  the  Contractor, 
before  entering  into  any  agreement  having  to  do 
with  the  construction  hereunder  to  ask  for  pro- 
posals upon  forms  of  contracts  satisfactory  to  the 
Company  in  a  specific  manner  and  for  a  specified 
time. 

17.  This  'Contract  contemplates  the  most  thor- 
ough and  minute  inspection  by  the  Company  and 
its  Chief  Engineer,  and  by  their  representatives  or 
subordinates,  of  all  work  and  materials  (and  of  the 
manufacture  or  preparation  of  such  materials) 
entering  into  the  construction,  and  the  Contractor 
shall  at  all  times  give  to  the  Company  and  its 
officers,  to  the  Chief  Engineer  and  his  duly  author- 
ized assistants  and  subordinates,  and  to  any  per- 
son designated  by  the  President  or  a  Vice-President 
of  the  Company,  all  facilities,  whether  necessary 
or  convenient,  for  inspecting  the  materials  to  be 
furnished  and  the  work  to  be  done  in  and  about 
the  construction  under  this  Contract,  and  such 
representatives  of  the  Company  shall  be  admitted 
at  any  time  summarily  and  without  delay,  to  any 
part  of  the  work  or  to  the  inspection  of  materials 
at  any  place  or  stage  of  their  manufacture,  prepa- 
ration, shipment  or  delivery.  But  it  is  expressly 
agreed  however,  that  no  omission  on  the  part  of 
the  Company,  or  its  Chief  Engineer,  or  any  other 


8 


representative  thereof,  to  point  out  any  errors, 
variations  or  defects,  shall  give  the  Contractor  any 
right  or  claim  against  the  Company,  or  in  any  way 
relieve  the  Contractor  from  its  obligation  to  do  the 
work  and  furnish  the  materials  according  to  the 
terms  of  this  Contract. 

18.  The  Contractor  also  agrees  strictly  and  fully 
and  freely  to  comply  with  every  provision  of  the 
certificate  in  respect  to  inspection  and  supervision 
by  the  Public  Service  'Commission  to  the  extent 
that  such  provisions  have  to  do  with  'the  perform- 
ance of  this  Contract. 

19.  Simultaneously  with  the  execution  of  this 
Contract,  and  before  the  same  shall  be  or  become 
binding  upon  the  Company,  the  Contractor  shall 
deliver  to  the  Company  a  bond  in  the  form  attached 
hereto  and  made  a  part  hereof,  executed  by  the  Con- 
tractor and  a  surety  or  sureties,  approved  by  the 
Company  in   the  sum  of  Five  hundred   thousand 
dollars  ($500,000)  as  security  for  the  faithful  per- 
formance of  this  Contract  by  the  'Contractor. 

20.  In   addition,   and  as  further  security,   the 
Company  may  retain  ten  per  centum  (10%)  of  the 
amounts  certified  from  time  to  time  to  be  due  on 
each  preliminary  estimate  until  said  ten  per  centum 
(10%)  shall  have  been  paid  in  full  upon  an  inter- 
mediate estimate,  or  a  final  estimate,  as  herein- 
before provided. 

21.  The  Company  reserves  the  right  to  change 
the  location,  and  to  alter  in  any  way  it  may  deem 
necesSary,  the  drawings  aforesaid,  in  part  or  alto- 
gether, at  any  time  during  the  progress  of  the  work, 
without  constituting  grounds  for   any   claim   by 
the  Contractor  for  payment  or  allowance  for  dam- 
ages or  extra  services,  or  loss  of  profit  other  than 
payments  of  the  actual   and   necessary   costs   for 


work  done  and  materials  furnished,  plus  the  Con- 
tractor's percentage. 

22.  Any  directions  or  explanations  given  by  the 
Chief  Engineer  to  the  'Contractor,  or  its  agents,  em- 
ployees  or   sub-contractors,   to   complete   or   give 
proper  effect  to  the  plans  and  specifications,  shall 
be  deemed  a  part  of  said  specifications  and  of  this 
Contract;  but  all  such  directions  shall  be  in  writing 
and  a  copy  thereof  duly  delivered  to  the  Contractor 
at  its  office  immediately  thereafter. 

23.  All  materials  furnished  and  work  done  not 
in  accordance  with  said  plans  and  specifications 
shall,   on   demand  of  the  'Chief  Engineer,   be  re- 
moved by  the  Contractor   (unless  erected  or  fur- 
nished by  direction  of  the  Company),  at  the  ex- 
pense of  the  Contractor,  and  other  materials  shall 
be  furnished  and  work  done  in  place  thereof  which 
shall  be  in  accordance  with  said  plans  and  speci- 
fications, the  Company  reserving  the  right  to  con- 
tinue to  use  the  rejected  parts  in  service  until  new 
parts  have  been   furnished,   and  such   alterations 
shall  be  without  cost  to  the  Company. 

24.  To    prevent   disputes   and    litigations,    the 
Chief  Engineer  shall,  in  all  cases,  determine  the 
amount,  quality,  acceptability  and  fitness  of  the 
several  kinds  of  work  and  materials  which  are  to 
be  paid  for  under  this  Contract,  except  as  to  ex- 
penditures objected  to  by  the  Company  as  in  para- 
graph 15  provided ;  shall  determine  all  questions  in 
relation  to  the  work  and  the  construction  thereof, 
and  shall,  in  all  cases,  determine  every  question 
which  may  arise  relative  to  the  fulfilment  of  this 
Contract  on  the  part  of  the  Contractor.     Such  de- 
termination and  estimate  shall  be  final  and  con- 
clusive upon  the  Contractor,  and  shall  be  a  condi- 
tion precedent  to  the  right  of  the  Contractor  to 
receive  any  money  under  this  Contract. 


10 


25.  During  the  progress  of  the  work,  it  will  be 
necessary  for  other  contractors  and  persons  or  em- 
ployees of  the  'Company  to  do  work  in  or  about  the 
construction  or  equipment  upon,  or  adjacent  to, 
some  portion  of  the  railroad  embraced  within  this 
Contract.    The  Contractor  shall  afford  to  such  other 
contractors  or  persons  or  employees  of  the  Com- 
pany, such   facilities  as  the  Chief  Engineer  mar 
require.      Any    difference   or   conflict    which    may 
arise  between  the  Contractor  and  such  other  con- 
tractors,  or  persons,   or  employees,   of  the   Com- 
pany in   regard  to   their  work   shall   be  adjusted 
and  determined  by  the  Chief  Engineer. 

26.  The  Company  may  pay  the  amount  of  any 
liens  upon  or  growing  out  of  any  of  the  work  done 
or  materials  furnished  hereunder,  and  may  deduct 
the  amounts  so  paid  from  the  amount  then  or  there- 
after falling  due  to  the  Contractor,  and  the  Con- 
tractor hereby  undertakes  to  indemnify  and  save 
harmless  the  Company  from  and  against  all  loss, 
damage  or  expense  arising  from  such  liens. 

27.  Time  is  of  the  essence  of  this  Contract.    The 
Contractor  shall  begin  the  performance  of  the  work 
in   such   portions   or   subdivisions,    when   and   as 
directed  by  notice  in  writing  by  the  Chief  Engineer. 
At  the  time  of  such  notice  the  'Chief  Engineer  may 
issue  additional  or  supplemental  specifications  to 
the  specifications  hereto  annexed,  which  additional 
or  supplemental  specifications  shall  be  deemed  to  be 
a  part  of  this  Contract    The  Chief  Engineer  shall 
specify  in  such  notice  or  in  such  additional  or  sup- 
plemental specification,  the  date  when   the  work 
therein  specified  to  be  done  shall   be  completely 
done;  the  entire  work,  however,  to  be  completed, 
and  the  Contractors'  plant,  tools  and  machinery  to 
be  removed  from  the  Company's  property  within 
eighteen  months  from  the  date  of  (lie  delivery  of 


this  contract.  The  Contractor  will  carry  on  the 
work  with  such  force  and  number  of  shifts  and  in 
such  manner  and  order  as  may  be  directed  by  the 
Chief  Engineer. 

28.  In  the  computation  of  the  time  occupied  by 
the  Contractor  in  completing  the  performance  of 
the  work,  or  furnishing  the  materials  specified  in 
such   notice  or   such   additional   or  supplemental 
specifications,  the  length  of  time,  during  which  the 
work  or  any  part  thereof  has  been  delayed  by  any 
act  or  omission  of  the  Company,  or  by  interference 
by  public   authority,  or  by  injunction   for  which 
the  Contractor  is  in  no  way  responsible,  or  other 
causes  beyond  the  reasonable  control  of  the  Con- 
tractor, shall  be  allowed  to  the  Contractor  and  the 
time  for  completion  shall  be  extended  by  the  Com- 
pany by  the  amount  of  the  time  of  such  delay;  pro- 
vided, however,  that  no  period  of  such  delay  shall 
he  deemed   to  begin   until  -written  notice  thereof 
shall  be  given  by  the  Contractor  to  the  'Company. 

29.  The  Company  shall  be  accorded  the  right,  if 
it  so  desires,  to  intervene  or  become  a  party  to  any 
suit  or  proceeding  in  which  an  injunction  shall  be 
obtained,  and  to  move  to  dissolve  the  same  or  other- 
wise, as  the  'Company  may  deem  proper.     If  re- 
quested, the  attorney  or  counsel  of  the  Company 
shall  be  authorized  by  the  Contractor  to  appear,  for 
that  purpose,  as  attorney  or  counsel  for  the  Con- 
tractor. 

30.  The   Company   reserves   the   right  of  tem- 
porarily suspending  the  execution  of  the  whole  or 
any  part  of  the  work  herein  contracted  to  be  done 
at  such  times  and  for  such  periods  as  the  Chief 
Engineer  may  deem  necessary,  and  it  shall  be  the 
duty  of  the  Contractor  during  such  period  of  sus- 
pension to  maintain  and  preserve  the  plant  and  the 
work  theretofore  completed  in  proper  and  safe  con- 


12 


dition  and  to  provide  and  furnish  all  labor  and 
materials  necessary  therefor.  The  actual  and  neces- 
sary costs,  plus  the  Contractor's  percentage  as  here- 
inhefore  defined,  of  such  maintenance  and  preser- 
vation shall  be  paid  to  the  Contractor,  but  no  ad- 
ditional percentage  or  other  compensation  shall  be 
paid  because  of  such  suspension. 

31.  The  permitting  of  the  Contractor  to  con- 
tinue the  performance  of  work,  or  the  furnishing  of 
material,  or  any  part  thereof,  after  the  time  speci- 
fied in  such  notice  or  additional  or  supplemental 
specifications  for  completion,  or  after  the  date  to 
which  the  time  of  completion  may  have  been  ex- 
tended, or  the  making  of  partial  payments  to  the 
Contractor  after  any  such  periods,  shall  in  no  wise 
operate  as  a  waiver  on  the  part  of  the  Company  of 
the  right  to  terminate  the  employment  of  the  Con- 
tractor or  to  invoke  any  other  of  the  remedies  here- 
in provided  in  case  of  abandonment  or  delay,  nor 
shall  any  such  permission  or  payment  be  deemed  a 
wjiiver  or  forfeiture  by  the  Company  of  any  claim 
for  damages  or  expenses  arising  from  such  non- 
completion  within  the  time  or  times  specified. 

32.  In  case  the  Contractor  shall  fail  to  com- 
plete the  performance  of  work  specified  in   such 
notice  or  additional  or  supplemental  specifications, 
in  accordance  with  the  specifications  and  to  the 
satisfaction  of  the  Chief  Engineer  within  the  time 
specified  therefor,  the  Contractor  shall  and  will  pay 
to  the  Company  the  sum  of  1/50  of  one  per  cent, 
of  the  estimated  cost  of  the  particular  portion  as 
to  which  it  shall  be  in  default,  for  each  and  every 
day  the  time  consumed  in  said  performance  and 
completion  may  exceed  the  time  allowed  for  that 
purpose,  which  said  sum,  in  view  of  the  difficulty 
of  ascertaining  the  exact  damage  which  the  Com- 
pany will  suffer  by  reason  of  delay  in  such  per- 


13 


formance  or  completion,  is  hereby  agreed  upon, 
fixed  and  determined  by  the  parties  hereto  as  the 
liquidated  damages  that  the  -Company  will  suffer 
by  reason  of  said  delay  and  default,  and  not  as  a 
penalty;  and  the  Company  shall  and  may  deduct 
and  retain  the  amount  or  amounts  of  such  liqui- 
dated damages  out  of  the  moneys  which  may  be  due 
or  become  due  to  the  Contractor  under  this  Con- 
tract. 

33.  Should  the  'Contractor  at  any  time  refuse  or 
neglect  to  supply  a  sufficiency  of  properly  skilled 
workmen  or  of  materials  of  the  proper  quality,  or 
fail  in  any  respect  to  prosecute  the  work  with  such 
skill  and  diligence  as  will,  in  the  opinion  of  the 
Chief  Engineer,  insure  its  completion  within  the 
time  herein  stipulated,  or  fail  in  the  performance 
of  any  of  the  agreements  herein  contained,  the  Com- 
pany shall  be  at  liberty,  after  ten  days'  written 
notice  to  the  Contractor,  to  provide  any  such  labor 
or  materials,  and  to  deduct  the  cost  thereof  from 
any  money  then  due  or  thereafter  to  become  due  to 
the  Contractor  under  this  'Contract;  and  if  the 
Chief  Engineer  shall  certify  that  such  refusal,  neg- 
lect or  failure  is  sufficient  ground  for  such  action, 
the  Company  shall  also  be  at  liberty  to  terminate 
the  employment  of  the  Contractor  for  said  work 
and  to  enter  upon  the  premises  and  take  possession 
for  the  purpose  of  completing  the  work  compre- 
hended under  this  Contract,  of  all  materials,  plant, 
tools  and  appliances  thereon,  and  to  employ  any 
other  person  or  persons  to  perform  said  work,  and 
to  provide  the  materials  therefor;  and  in  case  of 
such  termination,  the  'Contractor  shall  not  be  en- 
titled to  receive  any  further  payment  under  this 
Contract  until  said  work  shall  be  wholly  completed, 
at  which  time,  if  the  unpaid  balance  of  the  amount 
to  be  paid  under  this  Contract  shall  exceed  the  ex- 
pense incurred  by  the  Company  in  completing  the 


14 


work,  such  excess  shall  be  paid  by  the  Company  to 
the  Contractor;  but  if  such  expenses  shall  exceed 
such  unpaid  balance,  the  Contractor  shall  pay  the 
difference  to  the  Company;  and  the  certificate  of 
the  Chief  Engineer  of  the  cost  of  furnishing  the 
materials  and  completing  the  work  shall  be  con- 
clusive upon  the  parties. 

34.  In  case  of  the  bankruptcy,  insolvent  assign- 
ment or  failure  of  the  Contractor  before  this  Con- 
tract is  completed  on  its  part,  the  Company  may, 
in  addition  to  all  other  rights  and  remedies  herein 
or  by  law  provided,  elect  to  take  possession  of  the 
unfinished  work  of  this  Contract,  or  any  part  there- 
of, and  the  materials  required  therefor,  and  to  have 
the  same  completed  and  delivered  at  the  expense 
of  the  Contractor  or  its  assignees. 

35.  All  risk  of  loss  or  damage  not  caused  or 
contributed  by  the  Company,  to  the  work  or  to  any 
part  thereof,  or  to  any  of  the  materials,  is  assumed 
by  the  Contractor,  and  any  such  loss  or  damage 
shall  be  made  good  by  it  at  its  own  cost,  and  the 
construction  shall  be  carried  forward  by  it  in  ac- 
cordance with  this  Contract  without  additional  cost 
to  the  Company  by  reason  of  such  loss  or  damage, 
unless  the  same  shall  be  caused  by  the  act  of  God, 
the  public  enemy,  riots,  or  the  malicious  or  criminal 
acts  of  others. 

36.  It  is  expressly   agreed,   however,   that  the 
Contractor  shall  not  be  discharged  or  relieved  from 
any  obligations   and   liabilities   hereunder   by   the 
employment  of  a  subcontractor.    The  provisions  of 
this  Contract  shall  apply  to  such  subcontractor,  its 
agents  and  employees,  in  all  respects,  and  all  acts 
and  negligence  of  the  subcontractor,  its  agents  and 
employees,  shall  be  deemed  to  be  those  of  the  Con- 
tractor. 


15 


37.  The  tools,  machinery  and  plant  to  be  used, 
installed  and  operated  by  the  'Contractor  shall  be  of 
the  best  kind  and  sufficient  and  proper  for  the  work 
to  be  done;  but  if  at  any  time  the  Chief  Engineer 
shall  deein  such  tools,  machinery  and  plant  insuf- 
ficient or  improper,  or  the  methods  of  operation 
faulty,  either  for  performing  the  work  in  the  man- 
ner or  time  required  by  the  Contract  and  specifica- 
tions, or  for  the  security  of  persons  or  property,  he 
may  order  them  increased,  changed  or  discontinued, 
and  the  Contractor  shall  comply  immediately. 

38.  The  Chief  Engineer  may  order  the  discharge 
of  any  employee  of  the  Contractor  for  inefficiency 
or  for  conduct  which,  in  the  opinion  of  the  Chief 
Engineer,  is  prejudicial  to  the  interests  of  the  Com- 
pany, and  the  employee  shall  not  again  be  employed 
on  the  work.     Subcontractors  and  their  employees 
shall  be  considered  as  employees  of  the  Contractor. 

39.  The  Contractor  shall  obtain  all  licenses  and 
permits  necessary  for  the  prosecution  of  the  work, 
and  observe  and  comply  with  all  laws  of  the  United 
States,  of  the  State  of  New  York,  and  all  local 
ordinances  or  regulations  in  any  manner  regulating 
or  affecting  the  labor  or  materials  involved  in  the 
performance  of  this  Contract  and  shall  protect  the 
Company   from   any   penalties   incurred   in   conse- 
quence of  violation  or  neglect  thereof  by  the  Con- 
tractor or  by  anyone  in  the  employ  of  the  Contrac- 
tor.- 

40.  In  the  event  of  any  doubt  as  to  the  meaning 
of  any  portion  or  portions  of  the  specifications  or 
contract  drawings,  or  the  text  of  this  Contract,  the 
same  shall  be  interpreted  as  calling  for  the  best  con- 
struction, both  as  to  materials  and  workmanship, 
capable  of  being  supplied  or  applied  under  existing 
local  conditions,  irrespective  of  any  provisions  here- 
in contained  as  to  the  inspection  of  the  said!  work 
and  materials. 


16 

41.  The  specifications  and  other  provisions  of 
this  Contract  and  the  drawings  are  intended  to  be 
explanatory  of  each  other.     Should,  however,  any 
discrepancy  appear  or  any  misunderstanding  arise 
as  to  the  import  of  anything  contained  in  either,  the 
explanation  of  the  'Chief  Engineer,  if  in  writing, 
shall  be  final  and  conclusive. 

42.  If  any  inconsistency  or  conflict  shall  exist 
between  any  part  of  this  Contract  and  said  speci- 
fications, the  provisions  of  this  Contract  shall  pre- 
vail. 

43.  In  the  absence  of  the  Contractor,  the  Chief 
Engineer  shall  have  authority  to  give  such  instruc- 
tions as  he  may  deem  immediately  necessary  to  the 
superintendent  or  foreman  in  charge  at  the  point 
where  such  instructions  are  given,  and  the  same 
shall  be  obeyed  as  though  issued  to  and  by  the 
Contractor. 

44.  All  written  notices  to  the  Contractor  herein 
provided  for  shall  be  given  by  mailing  or  delivering 
the  same,  addressed  to  the  Contractor  at  his  prin- 
cipal office  of  The  City  of  New  York,  State  of  New 
York.     Proof  of  sending  same  by  registered  mail 
shall  be  sufficient  for  all  purposes.    The  provisions 
of  this  paragraph  shall  also  apply  to  all  notices  to 
be  given  to  the  Contractor  or  to  the  surety  or  sure- 
ties of  the  Contractor  under  or  in  connection  with 
the  surety  bond  given  or  required  in  accordance 
with  this  'Contract. 

45.  The  Company  reserves  the  right  at  its  option 
to  execute  with  its  own  organization,  or  to  engage 
others  to  execute,  such  portions  of  the  work  as  it 
may  deem  advisable  because  of  its  or  their  greater 
familiarity  therewith,  or  as  a  matter  of  convenience 
in  connection  with  its  ordinary  other  business.    In 
general,  such   excepted  work   will   be  changes  in 


17 


foundations  and  tracks  and  such  other  things  as 
in  the  opinion  of  the  Chief  Engineer  may  "best  be 
done  in  that  manner.  But  the  Contractor  agrees 
to  leave  all  such  questions  to  the  judgment  of  the 
Company,  acting  by  its  Chief  Engineer. 

46.  This  Contract,  except  for  temporary  occu- 
pation by  the  Contractor,  does  not  include  the  pro- 
curement of  real  estate  or  easements,  or  rights, 
titles  and  interests  in  real  estate  for  the  construc- 
tion of  the  railroads  or  their  operation;  nor  mat- 
ters pertaining  to  franchises  or  consents  incidental 
thereto,  but  the  Contractor  shall  make  no  claim 
for  damages  or  loss  of  profit  in  case  the  Company 
shall  be  unable  to  obtain  the  necessary  franchises 
or  consents  incidental  thereto  for  the  construction 
of  any  portion  or  portions  of  the  work  contem- 
plated by  this  contract. 

47.  The  provisions  of  the  Certificate  as  to  arbi- 
trations shall  be  followed  by  the  Company  and  the 
Contractor  in  the  adjustment  of  disputes  so  far  as 
those  provisions  may  be  workable  under  this  Con- 
tract. 

48.  Upon   the  completion   of  any  part  of  the 
work,  the  'Contractor  shall,  on  demand  of  the  Chief 
Engineer,  remove  therefrom  the  Contractor's  plant, 
tools,  machinery,  and  appliances,  and  shall  also  re- 
move therefrom  or  turn  over  to  the  Company,  as 
directed,   the   materials   then   remaining   on   hand 
which  have  been  paid  for  by  the  'Company  as  part 
of  the  Contractor's  actual  costs,  or  such  portions 
thereof,  as  the  Chief  Engineer  may  deem  necessary 
so  as  not  to  impede  the  execution  of  the  remaining 
work  by  the  Contractor  or  others.     Upon  the  final 
completion  of  the  entire  work  and  its  acceptance  by 


18 


the  Chief  Engineer,  the  Contractor  shall  remove 
from  the  Company's  property  all  of  the  Contrac- 
tor's plant,  tools,  machinery  and  appliances  then 
remaining  on  hand  and  leave  the  premises  free  from 
rubbish  and  waste  materials  and  in  a  clean  and 
finished  condition,  and  the  Contractor  shall  turn 
over  to  the  Company  all  materials,  wherever 
located,  then  remaining  on  hand  which  have  been 
paid  for  :by  the  Company  as  part  of  the  Contractor's 
actual  and  necessary  costs.  If  any  such  materials 
shall  be  sold  or  disposed  of  by  the  Contractor  be- 
fore the  final  completion  of  the  work,  the  pro- 
ceeds shall  be  credited  by  the  Contractor  upon  its 
monthly  estimates  as  equivalent  to  cash  payments 
by  the  Company;  but  no  such  materials  shall  be 
sold  or  disposed  of  by  the  Contractor  without  first 
procuring  the  approval  of  the  Company. 

49.  It  is  expressly  understood  and  agreed  that 
The  Terry  &  Tench  Co.,  Inc.,  The  Snare  &  Triest 
Company  and  The  T.  A.  Gillespie  Company  shall  do 
and  perform  such  character,  kind  and  portion  or 
portions  of  the  work  hereunder,  as  the  Chief  En- 
gineer, during  the  progress  of  the  work,  or  in  the 
notice,  or  additional  or  supplemental  specifications, 
provided  for  in  paragraph  27  hereof,  shall  desig- 
nate. 

50.  All  the  work  hereunder  to  be  done  by  the 
Contractor  shall  be  done  under  the  guidance,  super- 
vision and  administration  of  The  T.  A.  Gillespie 
Company,  which  shall  from  time  to  time  present  the 
estimates  and  receive  all  payments  due  the  Con- 
tractor hereunder. 

IN  WITNESS  WHEREOF,  the  parties  hereto  have 
caused  their  respective  corporate  seals  to  "be  hereto 
affixed  and  attested  by  their  respective  secretaries 


19 

and  these  presents  to  be  signed  by  their  respective 
presidents  the  13th  day  of  February,  1914. 

INTERBOROUGH   RAPID 

TRANSIT    COMPANY, 

By  T.  P.  SHONTS, 
('Corporate  Seal)  President. 

Attest : 

H.  M.  FISHER, 
Secretary. 

THE    TERRY   &   TENCH   CO.,   INC., 

By  E.  F.  TERRY, 
(Corporate  Seal)  President. 

Attest : 
FREDERICK  TENCH, 

Treasurer. 

THE    SNARE    &    TRIEST    COMPANY, 

By  W.  G.  TRIEST, 
(Corporate  Seal)  V.  President. 

Attest : 

A.  W.  BUTTENIIEIM, 
Secretary. 

THE    T.    A.    GILLESPIE    COMPANY, 

By  T.  A.  GILLESPIE, 
(Corporate  Seal)  President. 

Attest : 
R.  A.  JOHNSTON, 

Asst.  Secretary. 

(Duly  acknowledged  by  all  parties  February  13, 
1914.) 


20 


GENERAL  SPECIFICATIONS  FOR  ELEVATED  KAILWAY 
IMPROVEMENTS. 

1.  The  work  to  be  done  tinder  these  specifica- 
tions comprises  the  furnishing  of  all  materials  and 
labor  required  for  constructing  the  Elevated  Rail- 
way Improvements  as  herein  described  and  illus- 
trated by  the  drawings  specified,  except  as  provided 
in  paragraph  thirteen  (13)  o>f  the  invitation. 

2.  The  drawings  herein  referred  to  are  ninety- 
six  (96)  in  number,  bear  the  general  title  "Inter- 
borough  Rapid  Transit  'Company,"  and  are  speci- 
fied and  identified  in  Schedule  A  annexed  hereto. 
These  drawings  are  general  alignment  drawings. 

3.  The  Company  will  furnish  additional  draw- 
ings and  specifications  illustrating  in   detail   all 
work  to  be  done  hereunder,  and  such  specifications 
and  drawings  shall  'be  of  equal  force  with  these 
specifications  and  the  drawings  herein  referred  to. 

4.  All  lines  and  levels  necessary  for  the  prosecu- 
tion of  the  work  will  be  established  by  the  Engineer. 
The  Contractor  shall  provide  all  facilities  necessary 
for  establishing  the  lines  and  levels,  and  shall  take 
due  precaution  to  preserve  all  marks  and  stations 
established  by  the  Engineer. 

5.  The  work  is  divided  into  the  following  sec- 
tions, and  it  is  the  intention  that  each  section  shall 
be  treated  as  an  individual  work. 


21 

MANHATTAN   ELEVATED   RAILWAY   IMPROVEMENTS. 
SECTION  No.  1. 

Section  No.  1  comprises  the  reconstruction  of  the 
Elevated  Kailway  on  Park  Row  from  the  present 
terminus  at  City  Hall  to  Bent  189  at  Chatham 
Square,  a  total  distance  of  1960  lineal  feet,  and  on 
New  Bowery  from  'Column  #117  near  Franklin 
Square  to  Column  #162  near  Division  Street,  a 
total  distance  of  1840  lineal  feet, 

The  reconstruction  in  Park  Row  comprises  prac- 
tically a  replacement  of  the  present  two  (2)  track 
structure  with  a  new  four  (4)  track  structure;  a 
new  station  at  City  Hall  and  a  new  station  in  a 
new  location  at  Chatham  Square  taking  the  place 
of  the  present  Chatham  Square,  Third  Avenue 
Station,  which  is  to  be  demolished. 

The  principal  exceptions  to  this  statement  are 
that  the  present  longitudinal  track  girders  and 
center  platform  girders,  floor  beams  and  bracing  of 
the  old  City  Hall  Station ;  the  present  longitudinal 
track  girders,  bracing  and  cross  girders  from  Bent 
155  to  Bent  170  will  be  retained  and  built  into  the 
new  structure. 

The  reconstruction  on  New  Bowery  comprises 
the  addition  of  a  two  (2)  track  structure  founded 
on  new  cross  girders  supported  on  the  present 
columns  and  the  reconstruction  of  the  Second 
Avenue  Chatham  Square  Station  to  provide  a  train 
platform  for  these  two  (2)  upper  grade  tracks. 

Under  this  reconstructed  station  the  present 
cross  girders  and  columns  will  be  replaced  by  new 
structural  members. 

The  present  foundations  under  52  columns  are 
to  be  taken  out  and  replaced  by  new  foundations. 

The  estimated  weight  of  new  structural  material 
required  for  Section  No.  1  jg  5,963  Tons. 


SECTION  No.  2. 

Section  No.  2  comprises  the  reconstruction  of 
the  Elevated  Kailway,  in  the  Bowery,  from  Column 
#162  north  of  Division  Street  to  Column  #285 
north  of  Fifth  Street,  and  is  sub-divided  into  Sec- 
tion No.  2A  from  Column  #162  north  of  Division 
Street  to  Column  #219  north  of  Delancey  Street, 
a  total  length  of  2,531  feet,  and  Section  No.  213 
from  Column  #219  north  of  Delancey  Street  to 
Column  285  north  of  Fifth  Street,  a  total  length  of 
2,737  feet. 

The  reconstruction  on  Section  No.  2A  comprises 
the  replacement  of  the  present  structure  with  a  five 
(5)  track  structure  from  'Chatham  Square  to  Canal 
Street,  and  a  three  (3)  track  structure  from  Canal 
Street  to  Delancey  Street,  and  new  stations  at 
Canal  and  Grand  Streets,  to  take  the  place  of  the 
present  stations. 

The  principal  exception  to  this  statement  is  that 
the  longitudinal  track  girders  on  the  east  and  west 
lower  deck  tracks  from  Bent  #162  to  #169  will 
be  retained  and  built  into  the  new  structure. 

On  Section  No.  2 A  17  foundations  will  be  re- 
built. 

The  estimated  weight  of  new  stmctural  material 
required  for  Section  2A  is  4,562  Tons. 


SECTION  No.  2B. 

Section  No.  2B  comprises  the  complete  replace- 
ment of  the  present  two  (2)  track  structure  sup- 
ported on  the  columns  located  inside  the  curb  lines 
with  a  three  (3)  track  structure  supported  on 
columns  in  the  roadway,  and  the  construction  of  a 
new  express  station  at  Houston  Street  to  take  the 
place  of  the  present  Houston  Street  Station. 


23 

The  estimated  weight  of  new  structural  material 
required  for  Section  No.  2B  is  3,820  Tons. 


SECTION  No.  3. 

Section  No.  3  comprises  the  completion  of  the 
third  track  on  the  Third  Avenue  Line  from  Column 
#285  near  Fifth  Street  to  Column  #954  near 
116th  Street,  with  new  over-grade  express  stations 
on  9th,  23rd,  42nd  and  106th  Streets. 

There  is  5,104.31  lineal  feet  of  center  track  struc- 
ture to  be  constructed  to  complete  the  center  track 
on  the  Third  Avenue  Line  and  this  comprises  new 
longitudinal  track  girders,  new  cross  girders  tak- 
ing the  place  of  the  present  arch  braces  and  the  re- 
inforcement of  the  present  column  tops. 

Under  express  stations  at  9th,  23rd,  42nd  and 
106th  Streets  35  cross  bents  consisting  of  two  (2) 
columns  and  a  cross  girder  will  be  replaced  Tby  new 
structural  members.  It  is  the  intention  to  use  the 
present  foundations  under  columns  at  new  express 
stations  where  the  bents  are  replaced  by  new  bents, 
but  it  may  be  necessary  to  rebuild  these  founda- 
tions if  the}7  are  found  to  be  in  poor  condition  when 
the  work  is  done. 

The  estimated  weight  of  new  structural  material 
required  for  Section  No.  3  is  3,929  Tons. 


SECTION  No.  4A. 

Section  No.  4A  comprises  the  completion  of 
center  track  on  the  Second  Avenue  Line  from  near 
Chatham  Square  to  the  center  line  of  116th  Street 
with  new  express  station  at  14th  and  42nd  Streets, 
and  new  local  station  at  92nd  Street. 

The  work  on  this  section  comprises  the  addition 
of  23,382  lineal  feet  of  new  center  track  structure 


24 

consisting  of  longitudinal  track  girders  and  brac- 
ing. No  alteration  of  moment  being  necessary  in 
the  present  cross  girders  or  columns. 

The  present  island  station  at  92nd  Street  and 
Second  Avenue  will  be  replaced  with  a  local  station 
having  outside  platforms. 

The  estimated  weight  of  new  structural  material 
required  for  Section  No.  4A  is  5,544  Tons. 


SECTION  No.  5. 

Section    No.    5    is    su'b-divided    into    four    (4) 
divisions,  as  folows: 

(a)  All  work  required  to  build  one  ad- 
ditional over-grade  track  on  the  Third  Ave- 
nue Line  from   Column   #954  near  116th 
Street  to  connect  with  the  two  upper  tracks 
of  the  new  bridge  over  the  Harlem  River  at 
Second  Avenue,  and  a  new  over-grade  ex- 
press station  at  125th  Street. 

(b)  All  work  required  to  reconstruct  the 
Second  Avenue  Line  north  of  the  center  line 
of  116th  Street  to  provide  a  two  (2)  track 
connection  with  the  upper  tracks  of  the  new 
bridge  over  the   Harlem   River  at   Second 
Avenue,   and   a  new  mezzanine  station   at 
125th  Street. 

(c)  All  work   required  for  new  double 
deck,  four  track,  swing  bridge  and  approach 
spans,  and  all  operating  machinery  for  draw 
span. 

(d)  All  work  required  for  building  two 
(2)  additional  tracks  from  north  end  of  new 
bridge  to  133rd  Street. 


25 

SECTION  No.  5A. 

The  cross  bents  including  columns  and  cross 
girders  from  Bent  #1004  to  #1030  with  the  ex- 
ception of  the  columns  at  Bent  #1026,  #1029  and 
#1030  will  be  replaced  by  new  structural  members. 

Section  No.  5A  26  column  foundations  under 
present  columns  are  to  'be  replaced  by  new  founda- 
tions. 

The  estimated  weight  of  new  structural  material 
required  for  Section  No.  5A  is  1,732  Tons. 


SECTION  No.  5B. 

The  columns  from  Bent  #877  to  Bent  #896  will 
be  replaced  by  new  cotfimns  on  account  of  the  neces- 
sity of  raising  the  structure  at  this  point.  Four  old 
columns  at  other  points  on  this  section  will  be  re- 
placed by  new  columns. 

There  will  be  a  new  station  at  125th  Street  and 
Second  Avenue  and  the  present  station  at  127th 
Street,  Second  Avenue,  will  be  demolished. 

The  estimated  weight  of  new  structural  material 
required  for  Section  No.  5B  is  1,440  Tons. 


SECTION  No.  50. 

The  work  under  Section  No.  50  comprises  the 
complete  replacement  of  the  present  drawbridge 
and  approach  spans  with  a  new  four  (4)  track 
double  deck  bridge  and  approach  spans.  No  work 
of  any  moment  is  required  on  the  present  piers. 

The  estimated  weight  of  new  structural  material 
not  including  operating  machinery  required  for 
Section  No.  5O  is  1,100  Tons. 


20 


SECTION  No.  5D. 

The  work  under  Section  No.  5D  comprises  the 
addition  of  two  (2)  upper  grade  tracks  supported 
on  a  new  structure,  the  columns  of  which,  in  some 
cases  cut  through  the  present  cross  girders,  and 
this  requires  some  cutting  and  refitting  of  present 
structure. 

The  estimated  weight  of  new  structural  material 
required  for  Section  No.  5D  is  1,113  Tons. 

SECTION  No.  6A. 

Section  No.  6A  comprises  all  the  work  required 
for  constructing  two  (2)  additional  tracks  from 
133rd  Street  to  143rd  Street,  Third  Avenue  Line, 
with  new  upper-grade  stations  at  133rd,  138th  and 
143rd  Streets,  and  a  center  track  from  143rd  Street 
to  Third  Avenue  near  147th  Street, 

The  work  on  this  section  comprises  the  shifting 
of  the  present  southbound  track  13  feet  west  for 
a  length  of  2,800  feet  and  the  construction  of  a  two 
(2)  track  elevated  railroad  at  a  higher  level  in  the 
space  thus  made  between  the  two  (2)  present 
tracks  and  practically  new  double  deck  stations  at 
133rd,  138th  and  143rd  Streets  to  take  the  place  of 
the  present  stations  at  these  points.  The  present 
southbound  track  is  supported  on  masonry  piers 
and  when  this  track  is  shifted  13  feet  west  it  will 
be  necessary  to  construct  new  piers  to  take  the 
place  of  the  present  ones. 

The  present  columns  supporting  the  structure 
on  'Third  Avenue  to  near  147th  Street  will  be  re- 
placed by  new  columns  as  the  present  columns  are 
not  sufficiently  strong  to  carry  the  proposed  three 
tracks. 

The  estimated  weight  of  new  structural  material 
required  for  Section  6A  is  2,926  Tons. 


27 
SECTION  No.  6C. 

The  work  under  this  heading  comprises  the  com- 
pletion of  the  third  track  on  the  Third  Avenue  Line 
from  near  147th  Street  to  Fordham  Koad,  and  in- 
volves the  replacement  of  ten  (10)  island  platform 
stations  with  new  outside  stations. 

The  present  columns  supporting  the  structure 
from  147th  to  177th  Street  will  be  replaced  by  new 
columns,  as  the  present  columns  are  not  sufficiently 
strong  to  carry  three  (3)  tracks. 

The  estimated  weight  of  new  structural  material 
required  for  Section  No.  60  is  8,075  Tons. 

• 

SECTION  No.  7. 

The  work  under  this  heading  comprises  all  the 
work  required  to  widen  the  structure  at  116th 
Street  and  123th  Street  and  Eighth  Avenue  to  pro- 
vide a  continuous  center  track  past  these  two  (2) 
stations  and  to  remodel  station  buildings  and  plat- 
forms, and  also  the  construction  of  express  stations 
at  66th  Street,  Columbus  Avenue  and  145th  Street, 
Eighth  Avenue. 

The  estimated  weight  of  new  structural  material 
required  for  Section  7  is  1,487  Tons. 


SECTION  No.  8A. 

Section  No.  8A  comprises  all  the  work  required 
to  build  a  center  track  on  the  Ninth  Avenue  Line 
in  Greenwich  Street  and  Ninth  Avenue  from  Cort- 
landt  Street  to  14th  Street,  and  island  platforms 
with  over-grade  bridges  for  express  station  stops 
at  'Cortlandt,  Warren,  Desbrosses  and  Christopher 
Streets. 


28 


The  work  on  Section  No.  8A  comprises  the  con- 
struction of  10,540  lineal  feet  of  new  single  track 
structure  consisting  of  longitudinal  track  girders, 
new  cross  girders  and  reinforcement  of  column 
tops,  and  the  reconstruction  of  stations  at  Cort- 
landt,  Warren,  Desbresses  and  Christopher  Streets 
to  provide  island  platforms  for  express  trains  at 
these  points  with  overgrade  bridges  connecting 
these  platforms  with  the  present  stations. 

In  this  Section  154  old  'columns  will  be  replaced 
with  new  columns,  32  old  cross  girders  will  be  re- 
placed by  new  cross  girders,  29  old  cross  girders 
will  be  reinforced,  and  61  spans  or  4,328  lineal  feet 
of  old  longiturinal  girders  will  be  replaced  with 
new  longitudinal  girders  in  present  southbound 
track. 

The  estimated  weight  of  new  structural  materials 
required  for  Section  No.  8A  is  5,041  Tons. 


SECTION  No.  8B. 

The  work  under  this  heading  comprises  the  con- 
struction of  express  stations  at  14th  Street  and 
34th  Street,  Ninth  Avenue. 

The  estimated  weight  of  new  structural  material 
required  for  Section  No.  SB  is  1302  Tons. 


SECTION  No.  8C. 

The  work  under  this  heading  comprises  the  eleva- 
tion of  the  Ninth  Avenue  express  track  over  the 
junction  with  the  Sixth  Avenue  tracks  at  53rd 
Street  and  Ninth  Avenue. 

The  estimated  weight  of  new  structural  material 
required  for  Section  No.  80  is  547  Tons. 


29 
SECTION  No.  10B. 

The  work  under  this  heading  comprises  the  re- 
construction of  the  present  station  and  terminal 
at  155th  Street  and  Eighth  Avenue  to  provide  a  two 
track  connection  with  the  162nd  Street  and  Eighth 
Avenue  connection  of  the  Elevated  Railway  Exten- 
sions, involving  the  construction  of  two  (2)  new 
island  platforms,  two  (2)  mezzanine  stations,  an 
over-grade  crossing  of  the  express  track  with  the 
northbound  local  track  and  relocation  of  and  ad- 
ditions to  the  present  structure  for  the  purpose  of 
providing  additional  tracks  as  shown  on  Drawing 
No.  10,106. 

GEO.   H.   PEGEAM, 
Chief  Engineer. 


30 
Schedule  A. 

SECTION  No.  1. 
1056,  1057,  1058,  1059,  1258,  1259,  1260,  1261. 

SECTION  No.  2. 

2500,  2501,  2502,  2503,  2034,  2035,  2036,  2037, 
2038. 

SECTION  No.  3. 

3012,  3013,  3014,  3015,  3016,  3017,  3018,  3019, 
3020,  3076,  3077,  3088,  3089,  3090,  3091. 

SECTION  No.  4. 
4002,  4009,  4010,  4011,  4048. 

SECTION  No.  5. 

5002,  5003,  5004,  5005,  5038,  5039,  5062,  5216, 
5217,  5218,  5600,  5607,  5800. 

SECTION  No.  6. 

6001,  6002,  6003,  6601,  6602,  6603,  6604,  6605, 
6606,  6607,  6608,  6609,  6610,  6611,  6612,  6613,  6614, 
6615,  6616. 

SECTION  No.  7. 
7002,  7023,  7024,  7025,  7026,  7027,  7028. 

SECTION  No.  8. 

8004,  8005,  8006,  8007,  8008,  8009,  8010,  8011, 
8012,  8300,  8301,  8302,  8303,  8504,  8505,  8506,  8700, 
8701,  8702,  8703. 

SECTION  No.  10B. 
10,106. 


Of 


1954 


YL  17177 


M258291 


THE  UNIVERSITY  OF  CALIFORNIA  LIBRARY 


